FULLTEXT DEL 3 AV 3
10-K – 2025-09-24 – ntnx-20250731.htm
Stock-Based Compensation
We measure and recognize compensation expense for all stock-based awards, including stock options and purchase rights issued to employees under our 2016 Employee Stock Purchase Plan ("2016 ESPP"), based on the estimated fair value of the awards on the grant date. We use the Black-Scholes-Merton ("Black-Scholes") option pricing model to estimate the fair value of stock options and 2016 ESPP purchase rights. The fair value of restricted stock units ("RSUs") is measured using the fair value of our common stock on the date of the grant. The fair value of awards with a market-based condition is measured using a Monte Carlo simulation.
The fair value of stock options and RSUs with a service condition is recognized as expense on a straight-line basis over the requisite service period, which is generally four years. For stock-based awards granted to employees with a performance condition, we recognize stock-based compensation expense using the graded vesting attribution method over the requisite service period when management determines it is probable that the performance condition will be satisfied. For stock-based awards with a market-based condition, we recognize stock-based compensation expense using the graded vesting attribution method over the requisite service period, regardless of achievement, provided the requisite service condition is met. The fair value of the 2016 ESPP purchase rights is recognized as expense on a straight-line basis over the offering period. We account for forfeitures of all share-based awards when they occur.
Our use of the Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, expected term of the option, expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used in our option pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.
Legal and Other Contingencies
The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.
Recent Accounting Pronouncements
Refer to "Recent Accounting Pronouncements" in Note 1 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have operations both within the United States and internationally and we are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.
Foreign Currency Risk
Our consolidated results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Substantially all of our sales contracts are denominated in U.S. dollars. Our expenses are generally denominated in the currencies of the countries where our operations are located. To date, we have not undertaken any hedging transactions related to foreign currency exposure, but we may do so in the future if our exposure to foreign currency should become more significant. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates. In the event our foreign sales and expenses increase, our operating results may be more significantly affected by foreign currency exchange rate fluctuations, which can affect our operating income or loss. The effect of a hypothetical 10% change in foreign currency exchange rates on our non-U.S. dollar monetary assets and liabilities would not have had a material impact on our historical consolidated financial statements. Foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our consolidated financial statements.
A hypothetical 10% decrease in the U.S. dollar against other currencies would result in an increase in our operating loss of approximately $60.8 million, $70.4 million and $77.7 million for fiscal 2023, 2024 and 2025, respectively. The increase in this hypothetical change in fiscal 2025 is due to an increase in our expenses denominated in foreign currencies. This analysis disregards the possibilities that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.
Interest Rate Risk
Our investment objective is to conserve capital and maintain liquidity to support our operations; therefore, we generally invest in highly liquid securities, consisting primarily of bank deposits, money market funds, commercial paper, U.S. government securities, and corporate bonds. Such fixed and floating interest-earning instruments carry a degree of interest rate risk. The fair market value of fixed income securities may be adversely impacted by a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. Therefore, we do not expect our operating results or cash flows to be materially affected by any sudden change in interest rates.
On February 12, 2025, we entered into the Revolver, which provides for a senior secured revolving credit facility in an aggregate principal amount of $500.0 million, including a $25.0 million sublimit for the issuance of letters of credit. At our option, and subject to certain conditions, any borrowings under the Revolver bear interest at a variable rate tied to a base rate, a term Secured Overnight Financing Rate or an alternative currency term rate, plus, in each case, an applicable margin based on our total leverage ratio. Consequently, our interest expense could fluctuate as a result of the variable interest rates applicable to any borrowings under the Revolver. As of July 31, 2025, we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.
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As of July 31, 2025, we had outstanding $500.0 million aggregate principal amount of 2027 Notes and $862.5 million aggregate principal amount of 2029 Notes. The 2027 Notes and the 2029 Notes are not recorded at fair value but are measured at fair value on a quarterly basis for disclosure purposes. See Note 3 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. The 2027 Notes and the 2029 Notes have a fixed annual interest rate and therefore we have no economic exposure to changes in interest rates. However, the fair value of the 2027 Notes and the 2029 Notes is affected by interest rates. Generally, the fair value of the 2027 Notes and the 2029 Notes will increase as interest rates decrease and decrease as interest rates increase. In addition, the fair values of the 2027 Notes and the 2029 Notes are affected by the price of our Class A common stock. The fair value of the 2027 Notes and the 2029 Notes will generally increase as the price of our Class A common stock increases and will generally decrease as the price of our Class A common stock decreases.
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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
93
Consolidated Balance Sheets
96
Consolidated Statements of Operations
97
Consolidated Statements of Comprehensive Income (Loss)
98
Consolidated Statements of Stockholders’ Deficit
99
Consolidated Statements of Cash Flows
100
Notes to Consolidated Financial Statements
102
Note 1: Overview and Summary of Significant Accounting Policies
102
Note 2: Revenue, Deferred Revenue and Deferred Commissions
112
Note 3: Fair Value Measurements
114
Note 4: Balance Sheet Components
116
Note 5: Debt
119
Note 6: Leases
124
Note 7 : Commitments and Contingencies
126
Note 8 : Stockholders' Equity
126
Note 9 : Equity Incentive Plans
127
Note 10: Restructuring Charges
131
Note 11: Net Loss Per Share
132
Note 12 : Income Taxes
133
Note 1 3: Segment Information
136
Note 14: Subsequent Event
136
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Nutanix, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Nutanix, Inc. and subsidiaries (the "Company") as of July 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows, for each of the three years in the period ended July 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of July 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 23, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue Recognition — Refer to Notes 1 and 2 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers an enterprise cloud platform, which can be preinstalled on hardware or delivered separately, as well as related support subscriptions and professional services. Product revenue was $1.3 billion and support, entitlements, and other services revenue was $1.2 billion for the year ended July 31, 2025.
Significant judgment is exercised by the Company in determining revenue recognition for the Company’s customer contracts, and includes the following:
• Determination of whether promised goods or services are capable of being distinct and are distinct in the context of the Company’s customer contracts, which leads to whether they should be accounted for as individual or combined performance obligations.
• Determination of standalone selling prices for each distinct performance obligation and for products and services that are not sold separately.
We identified revenue recognition as a critical audit matter because of these significant judgments required by management. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate whether revenue was recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s revenue recognition for the Company’s customer contracts included the following, among others:
• We tested the effectiveness of controls related to the identification of distinct performance obligations and the determination of the standalone selling prices.
• We evaluated management’s significant accounting policies related to revenue recognition for reasonableness.
• We selected a sample of recorded revenue transactions and performed the following procedures:
– Obtained and read customer source documents and the contract for each selection, including master agreements and related amendments to evaluate if relevant contractual terms have been appropriately considered by management.
– Evaluated management’s application of their accounting policy and tested revenue recognition for specific performance obligations by comparing management’s conclusions to the underlying contract, master agreement, and any related amendments, if applicable.
– Tested the mathematical accuracy of management’s calculations of revenue recognized in the financial statements.
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• We evaluated the reasonableness of management’s estimate of standalone selling prices for products and services that are not sold separately by performing the following:
– Assessed the appropriateness of the Company’s methodology and the mathematical accuracy of the determined standalone selling prices.
– Tested the completeness and accuracy of the source data utilized in management’s calculations.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
September 23, 2025
We have served as the Company’s auditor since 2013.
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NUTANIX, INC.
CONSOLIDATE D BALANCE SHEETS
As of
July 31,
2024
July 31,
2025
(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents
$
655,270
$
769,502
Short-term investments
339,072
1,223,234
Accounts receivable, net of allowances of $ 772 and $ 2,187 , respectively
229,796
337,967
Deferred commissions—current
159,849
153,072
Prepaid expenses and other current assets
97,307
105,391
Total current assets
1,481,294
2,589,166
Property and equipment, net
136,180
142,814
Operating lease right-of-use assets
109,133
134,526
Deferred commissions—non-current
198,962
189,221
Intangible assets, net
5,153
2,615
Goodwill
185,235
185,235
Other assets—non-current
27,961
39,617
Total assets
$
2,143,918
$
3,283,194
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable
$
45,066
$
81,599
Accrued compensation and benefits
195,602
230,498
Accrued expenses and other current liabilities
24,967
24,187
Deferred revenue—current
954,543
1,054,023
Operating lease liabilities—current
24,163
23,234
Total current liabilities
1,244,341
1,413,541
Deferred revenue—non-current
918,163
1,058,731
Operating lease liabilities—non-current
90,359
115,754
Convertible senior notes, net
570,073
1,343,818
Other liabilities—non-current
49,130
45,870
Total liabilities
2,872,066
3,977,714
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, par value of $ 0.000025 per share— 1,000,000 Class
A shares authorized as of July 31, 2024 and July 31, 2025;
265,181 and 269,045 Class A shares issued and outstanding as of
July 31, 2024 and July 31, 2025, respectively
7
7
Additional paid-in capital
4,118,898
4,200,466
Accumulated other comprehensive income
146
700
Accumulated deficit
( 4,847,199
)
( 4,895,693
)
Total stockholders’ deficit
( 728,148
)
( 694,520
)
Total liabilities and stockholders’ deficit
$
2,143,918
$
3,283,194
See the accompanying notes to the consolidated financial statements.
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NUTANIX, INC.
CONSOLIDATED STATEME NTS OF OPERATIONS
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands, except per share data)
Revenue:
Product
$
912,114
$
1,067,948
$
1,341,374
Support, entitlements and other services
950,781
1,080,868
1,196,553
Total revenue
1,862,895
2,148,816
2,537,927
Cost of revenue:
Product
51,107
36,441
28,341
Support, entitlements and other services
281,080
287,671
306,441
Total cost of revenue
332,187
324,112
334,782
Gross profit
1,530,708
1,824,704
2,203,145
Operating expenses:
Sales and marketing
924,696
977,286
1,056,465
Research and development
580,961
638,992
736,823
General and administrative
232,201
200,863
237,316
Total operating expenses
1,737,858
1,817,141
2,030,604
(Loss) income from operations
( 207,150
)
7,563
172,541
Other (expense) income, net
( 26,435
)
( 108,881
)
39,107
(Loss) income before provision for income taxes
( 233,585
)
( 101,318
)
211,648
Provision for income taxes
20,975
23,457
23,282
Net (loss) income
$
( 254,560
)
$
( 124,775
)
$
188,366
Net (loss) income per share attributable to Class A
common stockholders, basic
$
( 1.09
)
$
( 0.51
)
$
0.70
Net (loss) income per share attributable to Class A
common stockholders, diluted
$
( 1.09
)
$
( 0.51
)
$
0.65
Weighted average shares used in computing net
(loss) income per share attributable to Class A
common stockholders, basic
233,247
244,743
267,479
Weighted average shares used in computing net
(loss) income per share attributable to Class A
common stockholders, diluted
233,247
244,743
294,083
See the accompanying notes to the consolidated financial statements.
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NUTANIX, INC.
CONSOLIDATED STATEME NTS OF COMPREHENSIVE INCOME (LOSS)
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Net (loss) income
$
( 254,560
)
$
( 124,775
)
$
188,366
Other comprehensive income, net of tax:
Change in unrealized gain (loss) on available-for-sale
securities, net of tax
905
5,317
554
Comprehensive (loss) income
$
( 253,655
)
$
( 119,458
)
$
188,920
See the accompanying notes to the consolidated financial statements.
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NUTANIX, INC.
CONSOLIDATED STATE MENTS OF STOCKHOLDERS’ DEFICIT
Fiscal Year Ended July 31, 2025
Common Stock
Additional
Paid-In
Accumulated
Other
Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Capital
(Loss) Income
Deficit
Deficit
(in thousands)
Balance - July 31, 2022
226,938
$
6
$
3,583,928
$
( 6,076
)
$
( 4,378,362
)
$
( 800,504
)
Issuance of common stock through employee equity
incentive plans
10,895
—
3,700
—
—
3,700
Issuance of common stock from ESPP purchase
2,187
—
41,509
—
—
41,509
Shares withheld related to net share settlement of
equity awards
( 413
)
—
( 10,214
)
—
—
( 10,214
)
Stock-based compensation
—
—
311,745
—
—
311,745
Other comprehensive income
—
—
—
905
—
905
Net loss
—
—
—
—
( 254,560
)
( 254,560
)
Balance - July 31, 2023
239,607
6
3,930,668
( 5,171
)
( 4,632,922
)
( 707,419
)
Issuance of common stock through employee equity
incentive plans
12,429
—
4,241
—
—
4,241
Issuance of common stock from ESPP purchase
1,870
—
47,327
—
—
47,327
Shares withheld related to net share settlement of
equity awards
( 2,996
)
—
( 161,552
)
—
—
( 161,552
)
Repurchase and retirement of common stock
( 2,583
)
—
( 41,637
)
—
( 89,502
)
( 131,139
)
Issuance of common stock related to conversion of
2026 Notes
16,854
1
6,018
—
—
6,019
Stock-based compensation
—
—
333,833
—
—
333,833
Other comprehensive income
—
—
—
5,317
—
5,317
Net loss
—
—
—
—
( 124,775
)
( 124,775
)
Balance - July 31, 2024
265,181
7
4,118,898
146
( 4,847,199
)
( 728,148
)
Issuance of common stock through employee equity
incentive plans
10,915
—
2,799
—
—
2,799
Issuance of common stock from ESPP purchase
1,561
—
66,136
—
—
66,136
Shares withheld related to net share settlement of
equity awards
( 3,950
)
—
( 258,244
)
—
—
( 258,244
)
Repurchase and retirement of common stock
( 4,662
)
—
( 71,040
)
—
( 236,860
)
( 307,900
)
Induced conversion of the 2027 Notes
—
—
( 9,673
)
—
—
( 9,673
)
Stock-based compensation
—
—
351,590
—
—
351,590
Other comprehensive income
—
—
—
554
—
554
Net income
—
—
—
—
188,366
188,366
Balance - July 31, 2025
269,045
$
7
$
4,200,466
$
700
$
( 4,895,693
)
$
( 694,520
)
See the accompanying notes to the consolidated financial statements.
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NUTANIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Cash flows from operating activities:
Net (loss) income
$
( 254,560
)
$
( 124,775
)
$
188,366
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
76,388
73,199
72,701
Stock-based compensation
311,745
333,833
351,590
Amortization of debt discount and issuance costs
42,636
41,600
3,877
Conversion of convertible senior notes attributable to debt discount and issuance costs
—
107,877
—
Operating lease cost, net of accretion
35,357
31,462
29,029
Early exit of lease-related assets
( 1,040
)
—
—
Gain on Frame divestiture
( 10,957
)
—
—
Non-cash interest expense
19,757
18,550
—
Inducement expense from partial repurchase of the 2027 Notes
—
—
11,347
Other
( 11,388
)
( 13,312
)
( 4,829
)
Changes in operating assets and liabilities:
Accounts receivable, net
( 25,885
)
( 53,811
)
( 71,886
)
Deferred commissions
9,599
( 820
)
16,517
Prepaid expenses and other assets
( 59,243
)
46,623
( 8,101
)
Accounts payable
( 9,600
)
14,749
30,018
Accrued compensation and benefits
( 6,027
)
51,923
33,286
Accrued expenses and other liabilities
53,191
( 82,632
)
( 4,269
)
Operating leases, net
( 40,257
)
( 30,475
)
( 29,954
)
Deferred revenue
142,687
258,940
203,764
Net cash provided by operating activities
272,403
672,931
821,456
Cash flows from investing activities:
Maturities of investments
965,040
774,237
476,173
Purchases of investments
( 955,330
)
( 871,259
)
( 1,359,593
)
Sales of investments
—
706,363
3,016
Proceeds from Frame divestiture
5,909
—
—
Payments for acquisitions, net of cash acquired
—
( 4,500
)
—
Purchases of property and equipment
( 65,404
)
( 75,252
)
( 71,283
)
Net cash (used in) provided by investing activities
( 49,785
)
529,589
( 951,687
)
Cash flows from financing activities:
Repayment of convertible notes
( 145,704
)
( 817,633
)
—
Proceeds from sales of shares through employee equity incentive plans
46,501
51,571
68,935
Taxes paid related to net share settlement of equity awards
( 10,214
)
( 161,552
)
( 256,636
)
Proceeds from the issuance of convertible notes, net of issuance costs
—
—
848,010
Payment of third-party debt issuance costs
—
—
( 3,448
)
Partial repurchase of the 2027 Notes
—
—
( 95,453
)
Payment of revolver issuance costs
—
—
( 2,794
)
Repurchases of common stock
—
( 131,139
)
( 307,900
)
Payment of finance lease obligations
( 3,292
)
( 3,876
)
( 4,628
)
Deferred payment of purchases of property and equipment
—
—
( 2,000
)
Net cash (used in) provided by financing activities
( 112,709
)
( 1,062,629
)
244,086
Net increase in cash, cash equivalents and restricted cash
$
109,909
$
139,891
$
113,855
Cash, cash equivalents and restricted cash—beginning of period
405,862
515,771
655,662
Cash, cash equivalents and restricted cash—end of period
$
515,771
$
655,662
$
769,517
Restricted cash (1)
2,842
392
15
Cash and cash equivalents—end of period
$
512,929
$
655,270
$
769,502
Supplemental disclosures of cash flow information:
Cash paid for income taxes
$
30,781
$
23,647
$
32,537
Supplemental disclosures of non-cash investing and
financing information:
Purchases of property and equipment included in accounts payable
and accrued and other liabilities
$
15,754
$
19,275
$
6,945
Forfeited paid-in-kind interest recognized in equity upon note conversion
$
—
$
6,019
$
—
Unpaid taxes related to net share settlement of equity awards included
in accrued expenses and other liabilities
$
—
$
—
$
13,423
(1) Included within other assets—non-current in the consolidated balance sheets.
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See the accompanying notes to the consolidated financial statements.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. OVER VIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Nutanix, Inc. was incorporated in the state of Delaware in September 2009. Nutanix, Inc. is headquartered in San Jose, California, and together with its wholly-owned subsidiaries (collectively, "we," "us," "our," or "Nutanix"), has operations throughout North America, Europe, Asia Pacific, the Middle East, Latin America, and Africa.
We are a hybrid multicloud computing leader, offering organizations a unified software platform for running applications and AI and managing data anywhere. Our vision is to simplify the deployment and operation of the increasingly distributed landscape of apps and data while freeing organizations to focus on business goals. Our mission is to delight customers with an open, secure platform with rich data services that increases their ability to take advantage of new technologies such as cloud native and AI, optimizes how they run their organizations today, and accelerates innovation, efficiency, and growth.
The Nutanix Cloud Platform is designed to enable organizations to build hybrid multicloud infrastructure, providing a consistent cloud operating model with a single platform for running applications and managing data in core data centers, at the edge, and in public clouds, while supporting customer choice across server platforms, storage options, public and managed clouds, and container and virtualization platforms. The Nutanix Cloud Platform supports a wide variety of workloads with varied compute, storage, and network requirements, including business-critical applications, data platforms (including SQL, NoSQL, and vector databases and business intelligence applications), enterprise AI workloads (including machine learning, generative AI, and agentic AI), general-purpose workloads (including system infrastructure, networking, and security), and end-user computing and virtual desktop infrastructure services, and cloud native applications (including modern, containerized applications).
Our business is organized into a single operating and reportable segment. Our subscription-based business model provides our customers with the flexibility to choose their preferred license levels and durations based on their specific business needs. A subscription-based business model means one in which our products, including associated support and entitlement arrangements, are sold with a defined duration. Our solutions are primarily sold through channel partners and original equipment manufacturers ("OEMs") (collectively, "Partners") and delivered directly to our end customers .
Principles of Consolidation
The accompanying consolidated financial statements, which include the accounts of Nutanix, Inc. and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.
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Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Such management estimates and assumptions include, but are not limited to, the best estimate of selling prices for products and related support; useful lives and recoverability of intangible assets and property and equipment; allowance for credit losses; determination of fair value of stock-based awards; accounting for income taxes, including the valuation allowance on deferred tax assets and uncertain tax positions; purchase commitment liabilities to our contract manufacturers; sales commissions expense and the period of benefit for deferred commissions; whether an arrangement is or contains a lease; the incremental borrowing rate to measure the present value of right-of-use assets and lease liabilities; and contingencies and litigation. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Concentration of Risk
Credit Risk — Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Our deposits are with multiple institutions, however such deposits may exceed federally insured limits. We provide credit, in the normal course of business, to a number of companies and perform credit evaluations of our customers.
Concentration of Revenue and Accounts Receivable — We sell our products primarily through our Partners and occasionally directly to end customers. For the fiscal years ended July 31, 2023, 2024 and 2025 , no end customer accounted for more than 10 % of total revenue or accounts receivable.
For each significant Partner, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable, net are as follows:
Revenue
Accounts Receivable as of
Fiscal Year Ended July 31,
July 31,
2024
July 31,
2025
Partners
2023
2024
2025
Partner A
16
%
16
%
15
%
10
%
14
%
Partner B
(1)
(1)
16
%
16
%
13
%
Partner C
32
%
31
%
25
%
12
%
(1)
Partner D
10
%
11
%
10
%
(1)
(1)
(1) Less than 10%
Summary of Significant Accounting Policies
Cash, Cash Equivalents and Short-Term Investments
We classify all highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities.
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We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate such designation as of each balance sheet date. We classify and account for our marketable securities as available-for-sale securities. We classify our marketable securities with stated maturities greater than twelve months as short-term investments due to our intent and ability to use these securities to support our current operations.
Our marketable securities are recorded at their estimated fair value. Unrealized gains or losses on available-for-sale securities are reported in other comprehensive income (loss). We periodically review whether our securities may be other-than-temporarily impaired, including whether or not (i) we have the intent to sell the security or (ii) it is more likely than not that we will be required to sell the security before its anticipated recovery. If one of these factors is met, we will record an impairment loss associated with our impaired investment. The impairment loss will be recorded as a write-down of investments in our consolidated balance sheets and a realized loss within other expense in our consolidated statements of operations.
Fair Value Measurement
We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in our consolidated financial statements on a recurring basis. The carrying amounts reported in our consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. The fair value of the outstanding 0.25 % convertible senior notes due 2027 (the "2027 Notes") is determined based on the closing trading price per $ 100 of the 2027 Notes as of the last day of trading for the period. The fair value of the outstanding 0.50 % convertible senior notes due 2029 (the "2029 Notes") is determined based on the closing trading price per $ 100 of the 2029 Notes as of the last day of trading for the period.
Convertible Senior Notes
Our convertible senior notes, including any embedded conversion features, are accounted for under the convertible debt accounting model and are treated as a liability, net of unamortized issuance costs. The carrying amount of the liability is classified as a current liability if we have committed to settle with current assets; otherwise, it is classified as a long-term liability, as we retain the option to settle conversion requests in shares of our Class A common stock. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative; otherwise, they are classified as derivative instruments and accounted for as such. Issuance costs are amortized to interest expense using the effective interest rate method over the term of the notes. In accounting for a holder’s exercise in accordance with a note’s original conversion terms of a conversion option for which the carrying amount has previously been reclassified to equity, any unamortized discount remaining at the date of conversion is first recognized as interest, and then the remaining carrying amount of the converted notes is reduced by the cash transferred and then recognized in equity to reflect the shares issued, such that no gain or loss is recognized. In accounting for extinguishments of the notes, the reacquisition price of the extinguished notes is compared to the carrying amount of the respective extinguished notes and a gain or loss is recorded in other expense, net on our consolidated statements of operations.
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Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for credit losses.
The allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable. We assess credit losses on accounts receivable by taking into consideration past collection experience, the credit quality of the customer, the age of the receivable balance, current and future economic conditions, and forecasts that may affect the collectibility of the reported amount. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record an allowance for credit losses in order to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we record an allowance for credit losses based on the length of time the receivable is past due and our historical experience of collections and write-offs.
The changes in the allowance for credit losses are as follows:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Allowance for credit losses—beginning balance
$
644
$
733
$
772
Charged to allowance for credit losses
212
830
1,415
Recoveries
( 123
)
—
—
Write-offs
—
( 791
)
—
Allowance for credit losses—ending balance
$
733
$
772
$
2,187
Property and Equipment
Property and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. We include the cost to acquire demonstration units and the related accumulated depreciation in property and equipment as such units are generally not available for sale. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets.
Leases
We determine if an arrangement is or contains a lease at inception by evaluating various factors, including whether a vendor’s right to substitute an identified asset is substantive. Lease classification is determined at the lease commencement date when the leased assets are made available for our use. Operating leases are included in operating lease right-of-use assets, operating lease liabilities—current and operating lease liabilities—non-current in our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other liabilities—non-current in our consolidated balance sheets.
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Right-of-use assets ("ROU assets") represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of fixed payments under the arrangement, less any lease incentives, such as rent holidays. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance, property taxes and utilities. We use an estimate of our incremental borrowing rate ("IBR") based on the information available at the lease commencement date in determining the present value of lease payments, unless the implicit rate is readily determinable. In determining the appropriate IBR, we consider information including, but not limited to, our credit rating, the lease term and the currency in which the arrangement is denominated. Our lease terms may include renewal options, which are not included in the lease terms for calculating our lease liability, unless we are reasonably certain that we will exercise the renewal option at the time of the lease commencement. Lease costs are recognized on a straight-line basis as operating expenses within our consolidated statements of operations. We present lease payments within cash flows from operations within our consolidated statements of cash flows.
For our operating leases, we account for lease and non-lease components as a single lease component. Additionally, we do not record leases on our consolidated balance sheet that have a lease term of 12 months or less at the lease commencement date.
Goodwill, Intangible Assets and Other Long-Lived Assets
Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition that are not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill.
Intangible assets consist of identifiable intangible assets, including developed technology, customer relationships and trade names, resulting from business combinations. Finite-lived intangible assets are recorded at fair value, net of accumulated amortization. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense is included as a component of cost of product revenue and sales and marketing expense in our consolidated statements of operations. Amounts included in sales and marketing expense relate to customer relationships and trade names.
Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually, in the fourth quarter of each fiscal year. Such goodwill and other intangible assets may also be tested for impairment between annual tests in the presence of impairment indicators such as, but not limited to: (i) a significant adverse change in legal factors or in the business climate; (ii) a substantial decline in our market capitalization; (iii) an adverse action or assessment by a regulator; (iv) unanticipated competition; (v) loss of key personnel; (vi) a more likely-than-not expectation of the sale or disposal of a reporting unit or a significant portion thereof; (vii) a realignment of our resources or restructuring of our existing businesses in response to changes to industry and market conditions; (viii) testing for recoverability of a significant asset group within a reporting unit; or (ix) a higher discount rate used in the impairment analysis as impacted by an increase in interest rates.
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Goodwill is tested for impairment by comparing the reporting unit's carrying value, including goodwill, to the fair value of the reporting unit. We operate under one reporting unit and for our annual goodwill impairment test, we determine the fair value of our reporting unit based on our enterprise value. We may elect to utilize a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. If, after assessing the qualitative factors, we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying value, an impairment analysis will be performed. We compare the fair value of our reporting unit with its carrying amount and if the carrying value of the reporting unit exceeds its fair value, an impairment loss will be recognized.
Long-lived assets, such as property and equipment and finite-lived intangible assets subject to depreciation and amortization, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Among the factors and circumstances we consider in determining recoverability are: (i) a significant decrease in the market price of a long-lived asset; (ii) a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition; and (v) current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
There have been no indicators of impairment of goodwill, intangible assets or other long-lived assets and we did not record any material impairment losses during fiscal 2023, 2024 or 2025 .
Revenue Recognition
The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. This principle is achieved by applying the following five-step approach:
• Identification of the contract, or contracts, with a customer — A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
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• Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.
• Determination of the transaction price — The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
• Allocation of the transaction price to the performance obligations in the contract — If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price ("SSP"). We determine SSP based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
• Recognition of revenue when, or as, performance obligations are satisfied — We satisfy performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied with the transfer of a promised good or service to a customer. For additional details on revenue recognition, refer to Note 2 of Notes to Consolidated Financial Statements.
Contracts with multiple performance obligations — The majority of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. For deliverables that we routinely sell separately, such as software entitlement subscriptions and support subscriptions on our core offerings, we determine SSP by evaluating the standalone sales over the trailing 12 months. For those that are not sold routinely, we determine SSP based on our overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of our contracts, the products sold, and geographic locations.
Contract balances — The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. A receivable is recognized in the period in which we deliver goods or provide services, or when our right to consideration is unconditional. This includes situations where revenue recognition occurs before invoicing and an unbilled receivable is created. The balance of unbilled accounts receivable, included in accounts receivable, net on our consolidated balance sheets, was $ 41.1 million and $ 83.5 million as of July 31, 2024 and 2025, respectively.
Our customers are typically invoiced upfront, including invoices for multi-year subscriptions, with payment terms of 30-45 days. We assess credit losses on accounts receivable by taking into consideration past collection experience, the credit quality of the customer, the age of the receivable balance, current and future economic conditions, and forecasts that may affect the collectability of the reported amount. The balance of accounts receivable, net of allowance for credit losses, as of July 31, 2024 and 2025 is presented in the accompanying consolidated balance sheets.
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Costs to obtain and fulfill a contract — We capitalize commissions paid to sales personnel and the related payroll taxes when customer contracts are signed. These costs are recorded as deferred commissions in our consolidated balance sheets, current and non-current. We determine whether costs should be deferred based on our sales compensation plans if the commissions are incremental and would not have been incurred absent the execution of the customer contract. Commissions paid upon the initial acquisition of a contract are recognized over the estimated period of benefit, which may exceed the term of the initial contract if the commissions expected to be paid upon renewal are not commensurate with that of the initial contract. Accordingly, deferred costs are recognized on a systematic basis that is consistent with the pattern of revenue recognition allocated to each performance obligation over the entire period of benefit and included in sales and marketing expense in our consolidated statements of operations. We determine the estimated period of benefit by evaluating the expected renewals of customer contracts, the duration of relationships with our customers, customer retention data, our technology development lifecycle, and other factors. Deferred costs are periodically reviewed for impairment.
Taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our customers are presented on a net basis in our consolidated statements of operations.
Deferred revenue — Deferred revenue primarily consists of amounts that have been invoiced but not yet recognized as revenue and primarily pertains to software entitlement subscriptions, support subscriptions and professional services. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the consolidated balance sheet date.
Cost of Revenue
Cost of revenue consists of cost of product revenue and cost of support, entitlements and other services revenue. Personnel costs associated with our operations and global customer support organizations consist of salaries, benefits and stock-based compensation. Allocated costs consist of certain facilities, depreciation and amortization, recruiting, and information technology costs, allocated based on headcount.
Warranties
We generally provide a 90-day warranty on software licenses which provides for bug fixes. With respect to hardware, we have a warranty agreement with our contract manufacturers under which the OEMs are generally required to replace defective hardware within three years of shipment. Furthermore, our post-contract customer support ("PCS") agreements provide for the same parts replacement that customers are entitled to under the warranty program, except that replacement parts are delivered according to targeted response times to minimize disruption to the customers’ critical business applications. Substantially all customers purchase PCS agreements.
Given the warranty agreement with our OEMs and considering that substantially all products are sold together with PCS agreements, we generally have very limited exposure related to warranty costs and therefore no warranty reserve has been recognized.
Research and Development
Our research and development expense consists primarily of product development personnel costs, including salaries and benefits, stock-based compensation and allocated facilities, IT, and recruiting costs. Research and development costs are expensed as incurred. Currently, we expense software development costs as incurred, as from the inception of the product development, our software products are primarily intended to be marketed and sold to customers on-premises, either standalone and/or with other product offerings.
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Stock-Based Compensation
Stock-based compensation expense is measured based on the grant date fair value of share-based awards. The fair value of the purchase rights under our 2016 Employee Stock Purchase Plan ("2016 ESPP") is estimated using the Black-Scholes-Merton ("Black-Scholes") option pricing model, which is impacted by the fair value of our common stock, as well as changes in assumptions regarding a number of subjective variables. These variables include the expected common stock price volatility over the term of the awards, the expected term of the awards, risk-free interest rates, and expected dividend yield. The fair value of restricted stock units ("RSUs") is determined using the fair value of our common stock on the date of grant. The fair value of awards with a market-based condition is measured using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield.
We grant stock awards with service conditions only and with both service and performance or market-based conditions. We recognize stock-based compensation expense for employee stock awards with a service condition only using the straight-line method over the requisite service period of the awards, which is generally the vesting period. We use the graded vesting attribution method to recognize stock-based compensation expense related to employee stock awards that contain both service and performance or market-based conditions. The fair value of the 2016 ESPP purchase rights is recognized as expense on a straight-line basis over the offering period. We account for forfeitures of all share-based awards when they occur.
Foreign Currency
The functional currency of our foreign subsidiaries is the U.S. dollar. Transactions denominated in currencies other than the functional currency are remeasured at the average exchange rate in effect during the reporting period. At the end of each reporting period all monetary assets and liabilities of our subsidiaries are remeasured at the current U.S. dollar exchange rate at the end of the reporting period. Remeasurement gains and losses are included within other expense, net in our consolidated statements of operations. During the fiscal years ended July 31, 2023, 2024 and 2025 , we recognized foreign currency losses of $ 1.6 million, $ 4.3 million a nd $ 0.9 million, respectively. To date, we have not undertaken any hedging transactions related to foreign currency exposure, but we may do so in the future if our exposure to foreign currency should become more significant. As our international operations grow, we will continue to reassess our approach to managing our risk relating to fluctuations in currency rates.
Segments
Our chief operating decision maker is our Chief Executive Officer. This individual allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. Accordingly, we have determined that we operate as a single operating and reportable segment. For additional details, refer to Note 13 of Notes to Consolidated Financial Statements.
Income Taxes
We account for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance on amounts that are more likely than not to be realized.
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We record a liability for uncertain tax positions if it is not more likely than not to be sustained based solely on its technical merits as of the reporting date. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes.
Advertising Costs
Advertising costs are charged to sales and marketing expense as incurred in our consolidated statements of operations. During the fiscal years ended July 31, 2023, 2024 and 2025 , advertising expense was $ 11.6 million, $ 14.7 mill ion and $ 15.6 million, respectively.
Frame Divestiture
In May 2023, we sold our Frame Desktop-as-a-Service business. As consideration for the sale, the buyer paid $ 7.0 million in cash, adjusted by increases for the closing cash balance of the Frame business and the amount by which the closing working capital exceeded the working capital target and reductions for closing expenses, the amount by which the closing working capital target exceeded the working capital, and any severance expenses associated with Frame employees who were terminated at or following the close of the transaction at the direction of the buyer, and a $ 5.0 million interest-bearing convertible note, which had a fair value of $ 5.7 million as of the closing date of the transaction. The fair value of all consideration received exceeded the carrying amount of the Frame business upon closing, resulting in a gain of $ 11.0 million, which is included within other expense, net in our consolidated statement of operations for the fiscal year ended July 31, 2023.
Recently Adopted Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (the "FASB") issued accounting standards update ("ASU") 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. We early adopted the new standard during the fiscal quarter ended January 31, 2025 and applied it on a prospective basis.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. We adopted this standard during the fiscal quarter ended July 31, 2025 and applied it on a fully retrospective basis.
Recently Issued and Not Yet Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This new ASU will be effective for us beginning in fiscal 2026. We do not expect this new standard to have a material impact on our disclosures.
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In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of operations. This new ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. This new ASU will be effective for us beginning in fiscal 2028. We are currently evaluating the impact this new standard will have on our disclosures.
NOTE 2. REVENUE, DEFERRED REVENUE AND DEFERRED COMMISSIONS
Disaggregation of Revenue and Revenue Recognition
The Nutanix Cloud Platform can be deployed in core data centers, at the edge, or in public clouds, running on a variety of qualified hardware platforms (including out Nutanix-branded NX hardware line), in popular public cloud environments such as Amazon Web Services and Microsoft Azure through Nutanix Cloud Clusters, or, in the case of our cloud-based software and software-as-a-service ("SaaS") offerings, via hosted service. Our subscription term-based licenses are sold separately, or can also be sold alongside configured-to-order servers. Our subscription term-based licenses typically have durations ranging from one to five years . Our cloud-based SaaS subscriptions generally have durations extending up to five years.
The following table depicts the disaggregation of revenue by revenue type, consistent with how we evaluate our financial performance:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Subscription
$
1,730,848
$
2,016,776
$
2,410,751
Professional services
91,841
100,852
112,202
Other non-subscription product
40,206
31,188
14,974
Total revenue
$
1,862,895
$
2,148,816
$
2,537,927
Subscription revenue — Subscription revenue includes any performance obligation which has a defined duration and is generated from the sales of software entitlement subscriptions, support subscriptions, subscription software licenses and cloud-based SaaS offerings.
• Ratable — We recognize revenue from software entitlement subscriptions, support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software entitlement subscriptions and support subscriptions. These offerings represented approximately $ 905.8 million , $ 1,029.0 million and $ 1,138.4 million of our subscription revenue for fiscal 2023, 2024 and 2025, respectively.
• Upfront — Revenue from our subscription software licenses is generally recognized upfront upon transfer of control to the customer, which happens when we make the software available to the customer. These subscription software licenses represented approximately $ 825.0 million , $ 987.8 million and $ 1,272.4 million of our subscription revenue for fiscal 2023, 2024 and 2025, respectively.
Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other non-subscription product revenue — Other non-subscription product revenue includes approximately $ 37.4 million, $ 27.9 million and $ 10.8 million of non-portable software revenue for fiscal 2023, 2024 and 2025 , respectively, and approximately $ 2.8 million, $ 3.3 million and $ 4.2 million of hardware revenue for fiscal 2023, 2024 and 2025, respectively.
• Non-portable software revenue — Non-portable software revenue includes sales of our platform when delivered on a configured-to-order server by us or one of our OEM partners. The software licenses associated with these sales are typically non-portable and can be used over the life of the server on which the software is delivered. Revenue from our non-portable software products is generally recognized upon transfer of control to the customer.
• Hardware revenue — In the infrequent transactions where the hardware platform is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis. We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured. Hardware revenue is generally recognized upon transfer of control to the customer.
Significant changes in the balance of deferred revenue (contract liability) and deferred commissions (contract cost asset) for the periods presented are as follows:
Deferred
Revenue
Deferred
Commissions
(in thousands)
Balance as of July 31, 2023
$
1,595,032
$
357,991
Additions (1)
2,426,490
218,876
Revenue/commissions recognized
( 2,148,816
)
( 218,056
)
Balance as of July 31, 2024
1,872,706
358,811
Additions (1)
2,777,975
228,378
Revenue/commissions recognized
( 2,537,927
)
( 244,896
)
Balance as of July 31, 2025
$
2,112,754
$
342,293
(1) Includes both billed and unbilled amounts.
During the fiscal year ended July 31, 2024 , we recognized revenue of approximately $ 771.2 million pertaining to am ounts deferred as of July 31, 2023. During the fiscal year ended July 31, 2025 , we recognized revenue of approximately $ 863.1 million pertaining to amounts deferred as of July 31, 2024.
Many of our contracted but not invoiced performance obligations are subject to cancellation terms. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized ("contracted not recognized"), which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods and excludes performance obligations that are subject to cancellation terms. Contracted not recognized revenue was approximately $ 2,692.6 million as of July 31, 2025 , of which we expect to recognize approximately 49 % within 12 months, approxim ately 36 % o ver the subsequent 13- to 36-month period, and the remainder thereafter.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. FAIR VALUE MEASUREMENTS
The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value as follows:
• Level I — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
• Level II — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
• Level III — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Assets Measured at Fair Value on a Recurring Basis
Cash Equivalents and Short-Term Investments
Our money market funds are classified within Level I due to the highly liquid nature of these assets and have unadjusted inputs, quoted prices in active markets for these assets at the measurement date from the financial institution that carries these investment securities. Our investments in available-for-sale debt securities such as commercial paper, corporate bonds and U.S. government securities are classified within Level II. The fair value of these securities is priced by using inputs based on non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.
Convertible Note Receivable
In May 2023, we sold our Frame Desktop-as-a-Service business. As part of the consideration for the sale, we received a $ 5.0 million interest-bearing convertible note. We have elected the fair value option for the convertible note and will record the changes in its fair value at each reporting period. As of July 31, 2025, the fair value of the convertible note was determined to be approxim ately $ 5.5 million. We cons ider this convertible note to be classified within Level III. The fair value is determined by considering the convertible note’s principal and accrued interest, as well as the convertible note’s option to convert into equity securities, using inputs including debt yields, volatility data, and the value of the underlying equity into which the convertible note could be converted.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of our financial assets measured on a recurring basis is as follows:
As of July 31, 2024
Level I
Level II
Level III
Total
(in thousands)
Financial Assets, Current:
Cash equivalents:
Money market funds
$
352,295
$
—
$
—
$
352,295
U.S. Government securities
—
99
—
99
Commercial paper
—
1,747
—
1,747
Short-term investments:
Corporate bonds
—
233,065
—
233,065
Commercial paper
—
33,770
—
33,770
U.S. Government securities
—
72,237
—
72,237
Total measured at fair value
$
352,295
$
340,918
$
—
$
693,213
Cash
301,129
Total cash, cash equivalents and short-term investments
$
994,342
Financial Assets, Non-Current:
Convertible note receivable
$
—
$
—
$
5,150
$
5,150
As of July 31, 2025
Level I
Level II
Level III
Total
(in thousands)
Financial Assets, Current:
Cash equivalents:
Money market funds
$
371,762
$
—
$
—
$
371,762
U.S. Government securities
—
21,703
—
21,703
Commercial paper
—
13,068
—
13,068
Short-term investments:
Corporate bonds
—
647,074
—
647,074
Commercial paper
—
163,055
—
163,055
U.S. Government securities
—
413,105
—
413,105
Total measured at fair value
$
371,762
$
1,258,005
$
—
$
1,629,767
Cash
362,969
Total cash, cash equivalents and short-term investments
$
1,992,736
Financial Assets, Non-Current:
Convertible note receivable
$
—
$
—
$
5,460
$
5,460
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
We report our financial instruments at fair value, with the exception of the 2027 Notes and 2029 Notes (collectively, the "Notes"). Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows:
As of July 31, 2024
As of July 31, 2025
Carrying
Value
Estimated
Fair
Value
Carrying
Value
Estimated
Fair
Value
(in thousands)
2027 Notes
$
570,073
$
631,178
$
497,059
$
695,295
2029 Notes
—
—
846,759
976,652
Total
$
570,073
$
631,178
$
1,343,818
$
1,671,947
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The carrying value of the 2027 Notes as of July 31, 2024 and 2025 was net of unamortized debt issuance costs of $ 4.9 million and $ 2.9 million, respectively.
The carrying value of the 2029 Notes as of July 31, 2025 was net of unamortized debt issuance costs of $ 15.7 million.
The total estimated fair values of the Notes were determined based on the closing trading price per $ 100 of the Notes as of the last day of trading for the period. We consider the fair values of the Notes to be Level II valuations due to the limited trading activity.
NOTE 4. BALANCE SHEET COMPONENTS
Short-Term Investments
The amortized cost of our short-term investments approximates their fair value. Unrealized losses related to our short-term investments are generally due to interest rate fluctuations, as opposed to credit quality. However, we review individual securities that are in an unrealized loss position in order to evaluate whether or not they have experienced or are expected to experience credit losses that would result in a decline in fair value. As of July 31, 2024 and 2025, unrealized gains and losses from our short-term investments were not material and were not the result of a decline in credit quality. As a result, as of July 31, 2024 and 2025 , we did no t record any credit losses for these investments.
The following table summarizes the estimated fair value of our investments in marketable debt securities by their contractual maturity dates:
As of
July 31, 2025
(in thousands)
Due within one year
$
551,451
Due in one to three years
671,783
Total
$
1,223,234
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following:
As of
July 31,
2024
July 31,
2025
(in thousands)
Prepaid operating expenses
$
62,815
$
56,762
VAT receivables
8,017
10,316
Other current assets
26,475
38,313
Total prepaid expenses and other current assets
$
97,307
$
105,391
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment, Net
Property and equipment, net consists of the following:
As of
Estimated
Useful Life
July 31,
2024
July 31,
2025
(in months)
(in thousands)
Computer, production, engineering and other equipment
36
$
421,559
$
435,564
Demonstration units
12
59,570
59,475
Leasehold improvements
(1)
64,607
71,520
Software
(2)
29,014
29,152
Furniture and fixtures
60
16,169
15,542
Total property and equipment, gross
590,919
611,253
Less: accumulated depreciation
( 454,739
)
( 468,439
)
Total property and equipment, net
$
136,180
$
142,814
(1) Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the remaining lease term.
(2) The estimated useful life of software ranges from 36 to 120 months, representing the period during which the software is expected to contribute, either directly or indirectly, to our future cash flows.
Depreciation expense related to our property and equipment was $ 63.3 million, $ 65.6 millio n and $ 66.3 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.
Intangible Assets, Net
Intangible assets, net consists of the following:
As of
July 31,
2024
July 31,
2025
(in thousands)
Developed technology
$
79,838
$
79,838
Customer relationships
11,230
11,230
Trade name
4,200
4,200
Total intangible assets, gross
95,268
95,268
Less:
Accumulated amortization of developed technology
( 76,804
)
( 78,989
)
Accumulated amortization of customer relationships
( 9,111
)
( 9,464
)
Accumulated amortization of trade name
( 4,200
)
( 4,200
)
Total accumulated amortization
( 90,115
)
( 92,653
)
Total intangible assets, net
$
5,153
$
2,615
Amortization expense related to our intangible assets is recognized in our consolidated statements of operations within product cost of revenue for developed technology and sales and marketing expense for customer relationships and trade name. Amortization expense was $ 10.7 million, $ 3.7 million and $ 2.5 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The changes in the net book value of intangible assets, net are as follows:
As of July 31,
2024
2025
(in thousands)
Intangible assets, net—beginning balance
$
4,893
$
5,153
Amortization of intangible assets (1)
( 3,709
)
( 2,538
)
Acquisition of intangible assets
3,969
—
Intangible assets, net—ending balance
$
5,153
$
2,615
(1) Represents amortization expense related to intangible assets recognized during the year in our consolidated statements of operations, within product cost of revenue and sales and marketing expense .
The estimated future amortization expense of our intangible assets is as follows:
Fiscal Year Ending July 31:
Amount
(in thousands)
2026
$
778
2027
778
2028
353
2029
353
2030
353
Total
$
2,615
Goodwill
The changes in the carrying amount of goodwill are as follows:
Carrying Amount
(in thousands)
Balance at July 31, 2023
$
184,938
Adjustment for acquisition
297
Balance at July 31, 2024
185,235
Balance at July 31, 2025
$
185,235
Accrued Compensation and Benefits
Accrued compensation and benefits consists of the following:
As of
July 31,
2024
July 31,
2025
(in thousands)
Accrued commissions and taxes
$
40,714
$
51,036
Accrued bonus
17,863
37,654
Payroll taxes payable
31,797
31,366
Accrued vacation
26,772
31,062
Contributions to ESPP withheld
24,676
26,325
Accrued wages and taxes
16,255
18,846
Accrued benefits
16,580
17,976
Other
20,945
16,233
Total accrued compensation and benefits
$
195,602
$
230,498
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5. DEBT
2023 Notes
In January 2018, we issued the 2023 Notes with a 0 % interest rate for an aggregate principal amount of $ 575.0 million, due in 2023, in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.
On September 22, 2021, we consummated privately negotiated exchanges with certain holders of the outstanding 2023 Notes, pursuant to which such holders exchanged approximately $ 416.5 million in aggregate principal amount of 2023 Notes for $ 477.3 million in aggregate principal amount of 2027 Notes. We also entered into privately negotiated transactions with certain holders of the 2023 Notes pursuant to which we repurchased approximately $ 12.8 million in aggregate principal amount of 2023 Notes for cash. Following the closing of these exchanges and repurchases, approximately $ 145.7 million in aggregate principal amount of 2023 Notes remained outstanding with terms unchanged.
In January 2023, we settled the 2023 Notes in full at maturity with a cash payment of $ 145.7 million.
2026 Notes
In September 2020, we issued $ 750.0 million in aggregate principal amount of the 2026 Notes to BCPE Nucleon (DE) SPV, LP, an entity affiliated with Bain Capital, LP ("Bain") (the "2026 Notes"). The 2026 Notes bore interest at a rate of 2.50 % per annum, with such interest paid in kind ("PIK") on the 2026 Notes held by Bain through an increase in the principal amount of the 2026 Notes, and that would have been paid in cash on any 2026 Notes transferred to entities that are not affiliated with Bain. Interest on the 2026 Notes accrued from the date of issuance, September 24, 2020, and was added to the principal amount on a semi-annual basis (on March 15 and September 15 of each year).
On June 6, 2024, Bain delivered a notice of conversion to convert $ 817.6 million aggregate principal amount of the 2026 Notes, representing all of the outstanding principal amount as of that date. Under the terms of the indenture governing the 2026 Notes, the conversion was settled by paying the $ 817.6 million principal amount in cash and delivering the conversion spread of approximately 16.9 million shares of our Class A common stock. The cash portion was settled using a portion of our existing cash, cash equivalents and short-term investments.
The 2026 Notes were converted in accordance with their original terms and conditions. Upon conversion, because the carrying amount of the conversion option was previously reclassified to equity, the unamortized discount remaining at the date of conversion was recognized as interest expense. The remaining carrying amount of the 2026 Notes was reduced by the cash transferred and then recognized in equity, such that no gain or loss was recognized. In addition, the accrued and unpaid interest as of the conversion date was forgiven pursuant to the terms of the indenture and recognized in equity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the total interest expense recognized related to the 2026 Notes:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Interest expense related to amortization of debt discount
$
36,668
$
35,955
$
—
Interest expense related to amortization of debt issuance
costs
4,189
4,107
—
Non-cash interest expense
19,757
18,550
—
Interest expense related to conversion of 2026 Notes
attributable to debt discount and issuance costs
—
107,877
—
Total interest expense
$
60,614
$
166,489
$
—
Non-cash interest expense was related to the 2.5 % PIK interest that we accrued from the issuance of the 2026 Notes through the conversion date and was recognized within other expense, net in our consolidated statement of operations and other liabilities–non-current in our consolidated balance sheet. The accrued PIK interest was converted to the principal balance of the 2026 Notes at each payment date.
2027 Notes
In September 2021, we issued $ 575.0 million in aggregate principal amount of 0.25 % convertible senior notes due 2027 consisting of (i) approximately $ 477.3 million principal amount of 2027 Notes in exchange for approximately $ 416.5 million principal amount of the previously outstanding 0 % convertible senior notes due 2023 (the "2023 Notes") and (ii) approximately $ 97.7 million principal amount of 2027 Notes for cash.
In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, discussed below. We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes. The repurchase of $ 75.0 million aggregate principal amount of the outstanding 2027 Notes for approximately $ 95.5 million was accounted for as an induced conversion in accordance with ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The induced conversion resulted in the recognition of an inducement expense of $ 11.3 million within other income (expense), net in our consolidated statement of operations and a reduction to equity of $ 9.7 million. Subsequent to the completion of this transaction, we had outstanding $ 500.0 million aggregate principal amount of the 2027 Notes.
The 2027 Notes bear interest at a rate of 0.25 % per annum, and pay interest semi-annually in arrears on each April 1 and October 1. The 2027 Notes will mature on October 1, 2027, unless earlier converted, redeemed or repurchased.
The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election. Each $ 1,000 of principal of the 2027 Notes is initially convertible into 17.3192 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $ 57.74 per share, subject to customary anti-dilution adjustments. Holders of these 2027 Notes may convert their 2027 Notes at their option at any time prior to the close of the business day immediately preceding July 1, 2027, only under the following circumstances:
(1) during any fiscal quarter, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on, and including, the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2027 Notes per share of common stock;
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(2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2027 Notes for such trading day was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day;
(3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2027 Notes called (or deemed called) for redemption; or
(4) upon the occurrence of certain specified corporate events.
Upon conversion of the 2027 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election.
The conversion rate will be subject to adjustment in certain events, but will not be adjusted for any accrued or unpaid interest. Holders who convert their 2027 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" (as defined in the indenture governing the 2027 Notes) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2027 Notes) prior to the maturity date, holders of the 2027 Notes may require us to repurchase for cash all or a portion of their 2027 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2027 Notes, plus accrued and unpaid interest thereon.
In accounting for the exchange of convertible notes, we evaluated whether the transaction should be treated as a modification or extinguishment transaction. The partial exchange of the 2023 Notes and issuance of the 2027 Notes were deemed to have substantially different terms due to the significant difference between the value of the conversion option immediately prior to and after the exchange, and consequently, the 2023 Notes partial exchange was accounted for as a debt extinguishment. The $ 64.9 million difference between the total reacquisition price paid and the net carrying amount of the 2023 Notes was recognized as a debt extinguishment loss within other expense, net in our consolidated statement of operations.
The 2027 Notes consisted of the following:
As of
July 31,
2024
July 31,
2025
(in thousands)
Principal amounts:
Principal
$
575,000
$
500,000
Unamortized debt issuance costs (1)
( 4,927
)
( 2,941
)
Net carrying amount
$
570,073
$
497,059
(1) Included in our consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2027 Notes using the effective interest rate method. The effective interest rate is 0.52 %.
As of July 31, 2025, the remaining life of the 2027 Notes was approximately 2.2 years .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the total interest expense recognized related to the 2027 Notes:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Contractual interest expense
$
1,720
$
1,352
$
1,321
Interest expense related to amortization of debt issuance
costs
1,530
1,538
1,420
Total interest expense
$
3,250
$
2,890
$
2,741
2029 Notes
In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, including the exercise in full by the initial purchasers of the 2029 Notes of their option to purchase an additional $ 112.5 million principal amount, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from the offering were approximately $ 844.6 million, after deducting the initial purchasers’ discount and other debt issuance costs.
We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes and approximately $ 200.0 million of the net proceeds from the offering to repurchase approximately 3.1 million shares of our Class A common stock.
The 2029 Notes bear interest at a rate of 0.50 % per annum, payable semi-annually in arrears on each June 15 and December 15, beginning June 15, 2025. The 2029 Notes will mature on December 15, 2029, unless earlier converted, redeemed or repurchased.
The 2029 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election. Each $ 1,000 of principal of the 2029 Notes is initially convertible into 11.6505 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $ 85.83 per share, subject to customary anti-dilution adjustments. Holders of these 2029 Notes may convert them at their option at any time prior to the close of the business day immediately preceding September 15, 2029, only under the following circumstances:
(1) during any fiscal quarter commencing after April 30, 2025, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2029 Notes per share of common stock;
(2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2029 Notes was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day;
(3) if we call any or all of the 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or
(4) upon the occurrence of certain specified corporate events.
Upon conversion of the 2029 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The conversion rate will be subject to adjustment in certain events, but will not be adjusted for any accrued or unpaid interest. Holders who convert their 2029 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" (as defined in the indenture governing the 2029 Notes) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2029 Notes) prior to the maturity date, holders of the 2029 Notes may require us to repurchase for cash all or a portion of their 2029 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2029 Notes, plus accrued and unpaid interest thereon.
The 2029 Notes consisted of the following:
As of
July 31,
2025
(in thousands)
Principal amounts:
Principal
$
862,500
Unamortized debt issuance costs (1)
( 15,741
)
Net carrying amount
$
846,759
(1) Included in our consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2029 Notes using the effective interest rate method. The effective interest rate is 0.93 %.
As of July 31, 2025 , the remaining life of the 2029 Notes was approximately 4.4 years .
The following table sets forth the total interest expense recognized related to the 2029 Notes:
Fiscal Year Ended July 31,
2025
(in thousands)
Contractual interest expense
$
2,695
Interest expense related to amortization of debt issuance
costs
2,196
Total interest expense
$
4,891
Revolving Credit Agreement
In February 2025, we entered into a revolving credit agreement (the "Revolver") that provides for a senior secured revolving credit facility in an aggregate principal amount of $ 500.0 million, including a $ 25.0 million sublimit for the issuance of letters of credit. The Revolver matures in February 2030, subject to earlier springing maturity under certain circumstances.
Borrowings, if any, under the Revolver will bear interest, at our option, at a base rate plus an applicable margin ranging from 0.25 % to 1.25 % based upon our total leverage ratio or a term Secured Overnight Financing Rate (or an alternative currency term rate) plus an applicable margin ranging from 1.25 % to 2.25 % based upon our total leverage ratio. We are also required to pay a commitment fee on the unused portion of the Revolver on a quarterly basis equal to 0.175 % to 0.30 %, depending on our total leverage ratio.
The Revolver contains customary affirmative and negative covenants (including a financial covenant and restrictions on liens, investments, indebtedness, fundamental changes, restricted payments, transactions with affiliates, prepayments of subordinated debt and other matters, all subject to certain exceptions). The financial covenant requires us to maintain a total leverage ratio of less than or equal to 3.75 : 1.00 , tested at the end of each fiscal quarter. The financial covenant is subject to a 0.50:1.00 step-up for four fiscal quarters following a material
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acquisition (as defined in the Revolver). As of July 31, 2025, we were in compliance with the financial covenant associated with the Revolver.
As of July 31, 2025 , we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.
NOTE 6. LEASES
We have operating leases for offices, research and development facilities and data centers and finance leases for certain data center equipment. Our leases have remaining lease terms of one year to approximately five years , some of which include options to renew or terminate. We do not include renewal options in the lease terms for calculating our lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of the lease commencement. Our lease agreements do not contain any residual value guarantees or restrictive covenants.
Total operating lease cost was $ 42.4 million, $ 38.6 million and $ 37.7 million for the fiscal years ended July 31, 2023, 2024 and 2025 , respectively, excluding short-term lease costs, variable lease costs and sublease income, each of which were not material. Variable lease costs primarily include common area maintenance charges. Total finance lease cost was $ 3.9 million, $ 4.8 million, and $ 4.5 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.
During fiscal 2023, we signed agreements to early exit certain office spaces in the United States and the Netherlands. The reductions in the lease terms resulted in decreases to the carrying amounts of the operating lease liabilities and the operating lease right-of-use assets on our consolidated balance sheet as of July 31, 2023. In addition, we recorded $ 1.7 million of expense in our consolidated statement of operations for the fiscal year ended July 31, 2023.
Supplemental balance sheet information related to our leases is as follows:
As of
July 31,
2024
July 31,
2025
(in thousands)
Operating leases:
Operating lease right-of-use assets, gross
$
180,843
$
217,060
Accumulated amortization
( 71,710
)
( 82,534
)
Operating lease right-of-use assets, net
$
109,133
$
134,526
Operating lease liabilities—current
$
24,163
$
23,234
Operating lease liabilities—non-current
90,359
115,754
Total operating lease liabilities
$
114,522
$
138,988
Weighted average remaining lease term (in years):
4.8
4.5
Weighted average discount rate:
6.4
%
6.3
%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of
July 31,
2024
July 31,
2025
(in thousands)
Finance leases:
Finance lease right-of-use assets, gross (1)
$
19,345
$
18,288
Accumulated amortization (1)
( 9,412
)
( 12,805
)
Finance lease right-of-use assets , net (1)
$
9,933
$
5,483
Finance lease liabilities—current (2)
$
3,954
$
3,301
Finance lease liabilities—non-current (3)
6,666
2,734
Total finance lease liabilities
$
10,620
$
6,035
Weighted average remaining lease term (in years):
2.9
2.0
Weighted average discount rate:
7.0
%
7.1
%
(1) Included in our consolidated balance sheets within property and equipment, net.
(2) Included in our consolidated balance sheets within accrued expenses and other current liabilities.
(3) Included in our consolidated balance sheets within other liabilities—non-current.
Supplemental cash flow and other information related to our leases is as follows:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
46,886
$
39,973
$
37,419
Operating cash flows from finance leases
$
—
$
885
$
614
Financing cash flows from finance leases
$
4,757
$
3,601
$
3,922
Lease liabilities arising from obtaining right-of-use assets:
Operating leases
$
10,358
$
46,153
$
54,435
Finance leases
$
7,827
$
1,066
$
—
The undiscounted cash flows for our lease liabilities as of July 31, 2025 were as follows:
Fiscal Year Ending July 31:
Operating
Leases
Finance
Leases
Total
(in thousands)
2026
$
31,573
$
3,618
$
35,191
2027
37,052
1,908
38,960
2028
36,521
961
37,482
2029
33,232
42
33,274
2030
22,574
—
22,574
Thereafter
234
—
234
Total lease payments
161,186
6,529
167,715
Less: imputed interest
( 22,198
)
( 494
)
( 22,692
)
Total lease obligation
138,988
6,035
145,023
Less: current lease obligations
( 23,234
)
( 3,301
)
( 26,535
)
Long-term lease obligations
$
115,754
$
2,734
$
118,488
As of July 31, 2025, we had additional operating lease commitmen ts of approximately $ 7.5 million on an undiscounted basis for certain office leases that have not yet commenced. These operating leases will commence during fiscal 2025, with lease terms of approximately five years .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
In the normal course of business, we make commitments with our contract manufacturers to ensure them a minimum level of financial consideration for their investment in our joint solutions. These commitments are based on performance targets or on-hand inventory and non-cancelable purchase orders for non-standard components. We record a charge related to these items when we determine that it is probable a loss will be incurred and we are able to estimate the amount of the loss. Our historical charges have not been material. As of July 31, 2025, we had approximately $ 146.5 million of non-cancelable purchase obligations and other commitments pertaining to our daily business operations, and approximately $ 106.9 million in the form of guarantees to certain of our contract manufacturers.
Guarantees and Indemnifications
We have entered into agreements with some of our Partners and customers that contain indemnification provisions in the event of claims alleging that our products infringe the intellectual property rights of a third party. The scope of such indemnification varies, and may include, in certain cases, the ability to cure the indemnification by modifying or replacing the product at our own expense, requiring the return and refund of the infringing product, procuring the right for the partner and/or customer to continue to use or distribute the product, as applicable, and/or defending the partner or customer against and paying any damages from third-party actions based upon claims of infringement. Other guarantees or indemnification arrangements include guarantees of product and service performance.
We have also agreed to indemnify our directors, executive officers and certain other officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer of our company or that person’s services provided to any other company or enterprise at our request. We maintain director and officer insurance coverage that may enable us to recover a portion of any future amounts paid.
The fair value of liabilities related to indemnifications and guarantee provisions are not material and have not had any material impact on our consolidated financial statements to date.
Legal Proceedings
We are not currently a party to any legal proceedings that we believe to be material to our business or financial condition. From time to time, we may become party to various litigation matters and subject to claims that arise in the ordinary course of business.
NOTE 8. STOCKHOLDERS’ EQUITY
We have one class of outstanding common stock consisting of Class A common stock. As of July 31, 2025 , we had 1.0 billion shares of Class A common stock authorized, with a par value of $ 0.000025 per share. As of July 31, 2025, we had 269.0 million shares of Class A co mmon stock issued and outstanding. As of July 31, 2025 , we had 0.2 million shares of preferred stock authorized, with a par value of $ 0.000025 per share, and no shares issued and outstanding.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders.
Share Repurchases
In August 2023, our Board of Directors authorized the repurchase of up to $ 350.0 million of our Class A common stock. In August 2025, our Board of Directors approved a $ 350.0 million increase to the share repurchase authorization. Repurchases may be made from time to time through open market purchases, in through privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act in accordance with applicable securities laws and other restrictions. The authorization has no expiration date, may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any minimum number of shares.
During the fiscal year ended July 31, 2024, we re purchased approximately 2.6 million shares of Class A common stock in open market transactions at a weighted average price of $ 50.77 per share for an aggregate purchase price of approximately $ 131.1 million. During the fiscal year ended July 31, 2025 , we repurchased approximately 1.6 million shares of Class A common stock in open market transactions at a weighted average price of $ 68.25 per share for an aggregate purchase price of approximately $ 107.4 million. As of July 31, 2025 , approximately $ 111.5 million remained available for future share repurchases under the authorization.
In December 2024, we used approximately $ 200.0 million of the net proceeds from the 2029 Notes offering to repurchase approximately 3.1 million shares of our Class A common stock in privately negotiated transactions at a purchase price equal to $ 64.78 per share. This share repurchase was executed outside of the existing share repurchase program that was authorized by our Board of Directors in August 2023, described above. For additional details on this transaction, refer to Note 5.
Common Stock Reserved for Issuance
As of July 31, 2025, we had reserved shares of common stock for future issuance as follows:
As of July 31, 2025
(in thousands)
Shares reserved for future equity grants
32,438
Shares underlying outstanding stock options
8
Shares underlying outstanding restricted stock units
16,245
Shares reserved for future employee stock purchase plan awards
9,187
Total
57,878
NOTE 9. EQUITY INCENTIVE PLANS
Stock Plans
We have one active equity incentive plan, the 2016 Equity Incentive Plan (the "2016 Plan"), and two inactive equity incentive plans, the 2010 Stock Plan ("2010 Plan") and the 2011 Stock Plan ("2011 Plan") (collectively, the "Stock Plans"). Our stockholders approved the 2016 Plan in March 2016 and it became effective in connection with our initial public offering ("IPO"). As a result, at the time of the IPO, we ceased granting additional stock awards under the 2010 Plan and 2011 Plan and both plans were terminated. Any outstanding stock awards under the 2010 Plan and 2011 Plan remain outstanding, subject to the terms of the applicable plan and award agreements, until such shares are issued under those stock awards, by exercise of stock options or settlement of RSUs, or until those stock awards become vested or expired by their terms.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Under the 2016 Plan, we may grant incentive stock options, non-statutory stock options, restricted stock, RSUs, and stock appreciation rights to employees, directors and consultants. We initially reserved approximately 22.4 million shares of our Class A common stock for issuance under the 2016 Plan. The number of shares of Class A common stock available for issuance under the 2016 Plan also includes an annual increase on the first day of each fiscal year, beginning in fiscal 2018, equal to the lesser of: 18.0 million shares, 5 % of the outstanding shares of all classes of common stock as of the last day of our immediately preceding fiscal year, or such other amount as may be determined by our Board of Directors. Accordingly, on August 1, 2023 and 2024, the number of shares of Class A common stock available for issuance under the 2016 Plan increased by approximately 12.0 million and 13.3 million shares, respectively, pursuant to these provisions. As of July 31, 2025 , we had reserved a total of approximately 48.7 million shares for the issuance of equity awards under the Stock Plans, of which approximately 32.4 million shares were still available for grant. On August 1, 2025 , the number of shares of Class A common stock available for issuance under the 2016 Plan increased by approximately 13.5 million shares pursuant to the automatic increase provisions.
Restricted Stock Units
RSUs settle into shares of Class A common stock upon vesting. During the second quarter of fiscal 2024, we began funding withholding taxes due on the vesting of employee RSUs by net share settlement, rather than our previous approach of selling shares of Class A common stock to cover taxes upon vesting of such awards. The payment of the withheld taxes to the tax authorities is reflected as a financing activity within the consolidated statements of cash flows.
Performance RSUs
From time to time, we grant RSUs that have both service and performance conditions to our executives and employees ("PRSUs"). Vesting of PRSUs is subject to continuous service and the satisfaction of certain performance targets. While we recognize cumulative stock-based compensation expense for the portion of the awards for which both the service condition has been satisfied and it is probable that the performance conditions will be met, the actual vesting and settlement of PRSUs are subject to the performance conditions actually being met.
In January 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.3 million PRSUs to our President and CEO. These PRSUs have a grant date fair value per unit of $ 45.86 and will vest up to 200 % based on achievement of specified annual recurring revenue and free cash flow hurdles over a performance period of approximately 3.6 years, subject to his continuous service as CEO through the vesting date.
Market Stock Units
We also grant RSUs that have both service and market-based conditions to our executives and employees ("MSUs"). Vesting of MSUs is subject to continuous service and the satisfaction of certain market-based performance targets. While we recognize cumulative stock-based compensation expense for the portion of the awards for which the service condition has been satisfied, regardless of achievement of the specified targets, the actual vesting and settlement of MSUs are subject to the market-based conditions actually being met.
During fiscal 2023, 2024 and 202 5, the Compensation Committee of our Board of Directors approved the grant of approximately 1.3 million, 0.8 million and 0.4 million MSUs, respectively, to certain of our executives. These MSUs have a weighted average grant date fair value per unit of approximately $ 27.89 , $ 47.65 and $ 93.40 , respectively, and will vest up to 200 % of the target number of MSUs based upon our total shareholder return relative to the total shareholder return of companies in the Nasdaq Composite Index over a performance period of approximately 3.1 years, 3.0 years and 3.0 years, respectively, subject to continuous service on each vesting date.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In January 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.2 million MSUs to our President and CEO. These MSUs have a weighted average grant date fair value of $ 62.85 per unit and will vest up to 200 % based on achievement of specified stock price hurdles at any time during a performance period of approximately 3.6 years, subject to his continuous service as CEO through the vesting date.
Below is a summary of RSU activity and PRSU and MSU (collectively, "PSU") activity under the Stock Plans:
RSUs
PSUs
Number of
Shares
Weighted Average
Grant Date Fair Value per Share
Number of
Shares
Weighted Average
Grant Date Fair Value per Share
(in thousands)
(in thousands)
Outstanding at July 31, 2022
20,876
$
29.34
1,260
$
38.71
Granted
16,045
$
19.25
1,339
$
27.89
Released
( 9,938
)
$
27.28
( 314
)
$
34.07
Forfeited
( 4,169
)
$
26.36
( 325
)
$
30.08
Outstanding at July 31, 2023
22,814
$
23.69
1,960
$
33.49
Granted
9,850
$
34.22
1,396
$
49.82
Released
( 10,844
)
$
25.76
( 796
)
$
25.25
Forfeited
( 1,959
)
$
25.73
( 246
)
$
45.15
Outstanding at July 31, 2024
19,861
$
27.58
2,314
$
44.94
Granted (1)
5,658
$
61.62
711
$
86.81
Released (1)
( 9,526
)
$
30.16
( 1,140
)
$
42.46
Forfeited
( 1,562
)
$
34.63
( 72
)
$
52.48
Outstanding at July 31, 2025
14,431
$
38.46
1,813
$
62.63
(1) For PSUs, includes additional shares granted upon vesting due to achievement over 100 %.
The aggregate grant date fair value of RSUs, including PSUs, vested w as $ 281.8 million, $ 299.5 million and $ 335.7 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.
Stock Options
Our Board of Directors determines the period over which stock options become exercisable and stock options generally vest over a four-year period. Stock options generally expire 10 years from the date of grant. The term of an ISO grant to a 10% stockholder will not exceed five years from the date of the grant. The exercise price of an ISO will not be less than 100 % of the estimated fair value of the shares of common stock underlying the stock option (or 110 % of the estimated fair value in the case of an ISO granted to a 10% stockholder) on the date of grant. The exercise price of an NSO is determined by our Board of Directors at the time of grant and is generally not less than 100 % of the estimated fair value of the shares of common stock underlying the stock option on the date of grant.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Below is a summary of stock option activity under the Stock Plans:
Fiscal Year Ended July 31,
2024
2025
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
(in thousands)
(in years)
(in thousands)
(in thousands)
(in years)
(in thousands)
Outstanding at beginning of period
1,046
$
6.83
1.1
$
24,451
258
$
11.26
0.7
$
10,138
Options granted
—
$
—
—
$
—
Options exercised
( 788
)
$
5.38
( 250
)
$
11.20
Options canceled/forfeited
—
$
—
—
$
—
Outstanding at end of period
258
$
11.26
0.7
$
10,138
8
$
13.11
0.7
$
492
Exercisable at end of period
258
$
11.26
0.7
$
10,138
8
$
13.11
0.7
$
492
The aggregate intrinsic value of stock options exercised during the fiscal years ended July 31, 2023, 2024 and 2025 was $ 12.1 million, $ 37.8 million and $ 13.9 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of our common stock. Cash received from option exercises was $ 3.7 million, $ 4.2 million and $ 2.8 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively. There were no stock options that vested during the fiscal years ended July 31, 2023, 2024 or 2025 . We did no t grant any stock options during the fiscal years ended July 31, 2023, 2024 or 2025.
Employee Stock Purchase Plan
In December 2015, our Board of Directors adopted the 2016 Employee Stock Purchase Plan, which was subsequently amended in January 2016 and September 2016 and approved by our stockholders in March 2016 (the "Original 2016 ESPP"). The Original 2016 ESPP became effective in connection with our IPO. Our stockholders subsequently approved amendments to the Original 2016 ESPP in December 2019 and December 2022 (as amended, the "2016 ESPP"). Under the 2016 ESPP, the maximum number of shares of Class A common stock available for sale is 13.8 million shares.
The 2016 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount through payroll deductions of up to 15 % of eligible compensation, subject to caps of $ 25,000 in any calendar year and 1,000 shares on any purchase date. The 2016 ESPP provides for 12-month offering periods, generally beginning in March and September of each year, and each offering period consists of two six-month purchase periods.
On each purchase date, participating employees will purchase Class A common stock at a price per share equal to 85 % of the lesser of the fair market value of our Class A common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period. If the stock price of our Class A common stock on any purchase date in an offering period is lower than the stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new offering period.
During the fiscal year ended July 31, 2025 , approximately 1.6 million shares of common stock were purchased under the 2016 ESPP for an aggregate amount of approximately $ 66.1 million. As of July 31, 2025 , approximately 9.2 million shares were available for future issuance under the 2016 ESPP.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We use the Black-Scholes option pricing model to determine the fair value of shares purchased under the 2016 ESPP with the following weighted average assumptions on the date of grant:
Fiscal Year Ended July 31,
2023
2024
2025
Expected term (in years)
0.74
0.78
0.72
Risk-free interest rate
4.3
%
5.1
%
4.9
%
Volatility
59.8
%
47.2
%
46.2
%
Dividend yield
—
%
—
%
—
%
Stock-Based Compensation
Total stock-based compensation expense recognized in our consolidated statements of operations is as follows:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Cost of revenue:
Product
$
7,966
$
6,822
$
2,824
Support, entitlements and other services
26,611
27,285
27,582
Sales and marketing
82,758
80,190
80,930
Research and development
139,073
156,784
175,361
General and administrative
55,337
62,752
64,893
Total stock-based compensation expense
$
311,745
$
333,833
$
351,590
As of July 31, 2025, unrecognized stock-based compensation expense related to outstanding stock awards was approximately $ 560.5 million and is expected to be recognized over a weighted average period of approximately 2.0 years .
NOTE 10. RESTRUCTURING CHARGES
In August 2022, we announced a plan to reduce our global headcount by approximately 270 employees, which represented approximately 4 % of our total employees , following a review of our business structure and after taking other cost-cutting measures to reduce expenses. This headcount reduction was part of our efforts to drive toward profitable growth.
We recognized total restructuring charges of approximately $ 16.3 million, which consisted primarily of one-time severance and other termination benefit costs directly related to this reduction in force. Of the approximately $ 16.3 million recognized, $ 0.4 million is included within support, entitlements and other services cost of revenue, $ 13.4 million is included within sales and marketing expense, $ 2.3 million is included within research and development expense, and $ 0.2 million is included within general and administrative expense on our consolidated statements of operations.
During the fiscal year ended July 31, 2023, we recognized restructuring charges of approximately $ 5.3 million and made cash payments of approximately $ 15.8 million. During the fiscal year ended July 31, 2024, we did no t incur any charges and made cash payments of approximately $ 0.4 million. During the fiscal year ended July 31, 2025 , we did no t incur any charges or make any cash payments. As of July 31, 2025 , we had no remaining restructuring liability.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to potentially dilutive common stock equivalents outstanding during the period, as their effect would be dilutive. Potentially dilutive common shares include shares issuable upon the exercise of stock options, the vesting of RSUs and PSUs, each purchase under the 2016 ESPP, and common stock issuable upon the conversion of convertible debt under the if-converted method.
In loss periods, basic net loss per share and diluted net loss per share are the same, as the effect of potential common shares is antidilutive and therefore excluded.
The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands, except per share data)
Numerator:
Net (loss) income
$
( 254,560
)
$
( 124,775
)
$
188,366
Add: Interest expense related to convertible senior
notes, net of tax
—
—
3,173
Diluted net (loss) income
$
( 254,560
)
$
( 124,775
)
$
191,539
Denominator:
Weighted average shares, basic
233,247
244,743
267,479
Add: Dilutive effect of common stock equivalents
—
—
26,604
Weighted average shares, diluted
233,247
244,743
294,083
Net (loss) income per share attributable to Class A
common stockholders, basic
$
( 1.09
)
$
( 0.51
)
$
0.70
Net (loss) income per share attributable to Class A
common stockholders, diluted
$
( 1.09
)
$
( 0.51
)
$
0.65
The following shares of common stock were excluded from the computation of diluted net income (loss) per share for the periods presented, as their effect would have been antidilutive:
Fiscal Year Ended
July 31,
2023
2024
2025
(in thousands)
Outstanding stock options, RSUs and PSUs
25,820
22,433
839
Employee stock purchase plan
1,122
1,148
64
Common stock issuable upon the conversion of convertible notes
38,700
39,423
—
Total
65,642
63,004
903
Shares that will be issued in connection with our stock awards and shares that will be purchased under the employee stock purchase plan are generally automatically converted into shares of our Class A common stock. Common stock issuable upon the conversion of convertible notes represents the antidilutive impact of the 2026 Notes and 2027 Notes under the if-converted method.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12. INCOME TAXES
Income Taxes
( Loss) income before provision for income taxes by fiscal year consisted of the following:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Domestic
$
( 294,093
)
$
( 167,745
)
$
118,516
Foreign
60,508
66,427
93,132
(Loss) income before provision for income taxes
$
( 233,585
)
$
( 101,318
)
$
211,648
Provision for income taxes by fiscal year consisted of the following:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
Current:
U.S. federal
$
( 568
)
$
—
$
1,489
State and local
623
2,052
3,774
Foreign
21,952
23,925
21,657
Total current taxes
22,007
25,977
26,920
Deferred:
U.S. federal
24
24
24
Foreign
( 1,056
)
( 2,544
)
( 3,662
)
Total deferred taxes
( 1,032
)
( 2,520
)
( 3,638
)
Provision for income taxes
$
20,975
$
23,457
$
23,282
The income tax provision differs from the amount of income tax determined by applying the applicable U.S. federal statutory income tax rate of 21 % to pre-tax loss. The reconciliation of the statutory federal income tax and our effective income tax is as follows:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
U.S. federal income tax at statutory rate
$
( 49,053
)
$
( 21,277
)
$
44,446
Change in valuation allowance
71,157
115,826
89,264
Stock-based compensation
8,767
( 47,632
)
( 67,782
)
Effect of foreign operations
( 4,896
)
( 2,553
)
( 7,111
)
Research and development tax credits
( 17,500
)
( 30,076
)
( 41,597
)
Non-deductible expenses
5,090
4,704
3,413
Change in unrecognized tax benefit
1,840
2,840
( 4,977
)
State income taxes
623
2,052
3,774
Tax impact of Frame divestiture
4,569
—
—
Tax impact of debt conversion
—
—
2,383
Other
378
( 427
)
1,469
Total
$
20,975
$
23,457
$
23,282
During the fiscal years ended July 31, 2023, 2024 and 2025, our provision for income taxes was primarily attributable to foreign tax provisions in certain foreign jurisdictions in which we conduct business.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:
As of July 31,
2024
2025
(in thousands)
Deferred tax assets:
Net operating loss carryforward
$
532,559
$
416,176
Tax credit carryforward
292,546
365,828
Capitalized research expenses
241,194
356,927
Deferred revenue
179,093
213,308
Leases
35,416
41,364
Accruals and reserves
25,065
30,940
Stock-based compensation
17,221
17,573
Intangibles and goodwill
8,447
8,044
Property and equipment
4,302
—
Other assets
22,631
26,434
Total deferred tax assets
1,358,474
1,476,594
Deferred tax liabilities:
Deferred commission expense
( 84,409
)
( 79,757
)
Leases
( 36,100
)
( 41,294
)
Prepaid expenses
( 2,249
)
( 2,387
)
Intangibles and goodwill
( 1,394
)
( 1,504
)
Property and equipment
( 1,359
)
( 911
)
Other
( 14,075
)
( 15,984
)
Total deferred tax liabilities
( 139,586
)
( 141,837
)
Valuation allowance
( 1,205,780
)
( 1,318,056
)
Net deferred tax assets
$
13,108
$
16,701
Management believes that based on available evidence, both positive and negative, it is more likely than not that the U.S. deferred tax assets will not be utilized and as such, a full valuation allowance has been recorded.
The valuation allowance for deferred tax assets was $ 1.3 billion as of July 31, 2025. The net increase in the total valuation allowance for the fiscal years ended July 31, 2024 and 2025 was $ 127.4 million and $ 112.3 million, respectively.
As of July 31, 2025 , we had approximately $ 1.8 billion of federal net operating loss carryforwards and $ 1.5 billion of state net operating loss carryforwards available to reduce future taxable income, which will begin to expire in fiscal 2026. In addition, we had approximately $ 219.0 million of federal research credit carryforwards, $ 160.2 million of state research credit carryforwards and $ 63.6 million of foreign tax credit carryforwards available to reduce future tax liability. The federal credits will begin to expire in fiscal 2035 and the state credits can be carried forward indefinitely. The foreign credits will begin to expire in fiscal 2029.
Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If an ownership change occurred, utilization of the net operating loss and tax credit carryforwards could be significantly reduced.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of July 31, 2025 , we held an aggregate of $ 331.2 million in cash and cash equivalents in our foreign subsidiaries, of which $ 156.8 million was denominated in U.S. dollars. We attribute net revenue, costs and expenses to domestic and foreign components based on the terms of our agreements with our subsidiaries. We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries, as such earnings are to be reinvested offshore indefinitely. It is not practicable to estimate the withholding tax liability if these earnings were to be repatriated.
We recognize un certain tax positions in our financial statements if that position will more likely than not be sustained on audit, based on the technical merits of the position. A reconciliation of our unrecognized tax benefits, excluding accrued interest and penalties, is as follows:
Fiscal Year Ended July 31,
2024
2025
(in thousands)
Balance at the beginning of the year
$
95,862
$
102,647
Increases related to current year tax positions
7,595
9,651
Increases related to prior year tax positions
425
1,670
Decreases related to prior year tax positions
( 932
)
( 144
)
Lapse of statute of limitations/Settlements/Other
( 303
)
( 3,646
)
Balance at the end of the year
$
102,647
$
110,178
During the fiscal year ended July 31, 2025, the net increase in unrecognized tax positions was primarily attributable to federal and state research and development credits and intercompany charges.
As of July 31, 2025 , if uncertain tax positions are fully recognized in the future, it would result in a $ 17.5 million impact to our effective tax rate, primarily relating to positions in foreign jurisdictions, and the remaining amount would result in adjustments to deferred tax assets and corresponding adjustments to the valuation allowance.
We recognize interest and/or penalties related to income tax matters as a component of income tax expense. As of July 31, 2025 , we had recognized $ 7.8 million of accrued interest and penalties related to uncertain tax positions.
We file income tax returns in the U.S. federal jurisdiction as well as various U.S. states and foreign jurisdictions. The tax years 2009 and forward remain open to examination by the major jurisdictions in which we are subject to tax. These fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized. We are subject to the continuous examination of income tax returns by various tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the provision for income taxes. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations. We do not anticipate a significant impact to the gross unrecognized tax benefits within the next 12 months related to these years.
The Organisation for Economic Co-operation and Development has established a framework for a global minimum corporate tax of 15 %, known as Pillar Two, which will be applied on a country-by-country basis to companies with global revenues and profits above certain thresholds. Although the United States has not enacted legislation to adopt Pillar Two, and its future adoption is uncertain, several countries where we operate have enacted such legislation, and others are in the process of doing so. We do not expect Pillar Two to have a material impact on our effective tax rate or our financial condition and results of operations.
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NUTANIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The One Big Beautiful Bill Act ("OBBBA") includes significant changes to U.S. income tax laws, including the repeal of mandatory capitalization of domestic research and development expenditures, extensions of bonus depreciation, and modifications to the international tax regimes. We are currently evaluating the potential impact of OBBBA on our consolidated financial statements for future periods.
NOTE 13. SEGMENT INFORMATION
Our chief operating decision maker ("CODM") is our Chief Executive Officer, who reviews financial information presented on a consolidated basis. Accordingly, we have a single operating and reportable segment. The CODM uses net income, as reported on our consolidated statements of operations, as the measure of segment profit or loss to allocate resources and evaluate financial performance. The significant expenses regularly provided to the CODM are those expenses presented in our consolidated statements of operations and related notes to consolidated financial statements. There is no expense or asset information that is supplemental to the information disclosed in these consolidated financial statements.
The following table sets forth revenue by geographic location based on bill-to location:
Fiscal Year Ended July 31,
2023
2024
2025
(in thousands)
United States
$
1,039,294
$
1,189,213
$
1,409,367
Europe, the Middle East and Africa
471,367
563,281
685,569
Asia Pacific
309,138
348,952
392,744
Other Americas
43,096
47,370
50,247
Total revenue
$
1,862,895
$
2,148,816
$
2,537,927
For the fiscal years ended July 31, 2023, 2024 and 2025 , no individual country, other than the United States, accounted for more than 10 % of total revenue.
The following table sets forth long-lived assets, which primarily include property and equipment, net, by geographic location:
As of
July 31,
2024
July 31,
2025
(in thousands)
United States
$
102,873
$
108,921
International
33,307
33,893
Total long-lived assets
$
136,180
$
142,814
NOTE 14. SUBSEQUENT EVENT
In August 2025, our Board of Directors approved a $ 350.0 million increase to the share repurchase authorization. Repurchases may be made from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act in accordance with applicable securities laws and other restrictions. The authorization has no expiration date, may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any minimum number of shares.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of the end of the period covered by this Annual Report on Form 10-K. Based on our management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level as of July 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework"). Based on our management’s evaluation, our management concluded that our internal control over financial reporting was effective as of July 31, 2025.
The effectiveness of our internal control over financial reporting as of July 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears below.
Limitations on the Effectiveness of Controls
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Nutanix, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Nutanix, Inc. and subsidiaries (the "Company") as of July 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, 2025 , of the Company and our report dated September 23, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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/s/ DELOITTE & TOUCHE LLP
San Jose, California
September 23, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
On July 1, 2025 , Brian Martin , our Chief Legal Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Martin's plan provides for the sale, from time to time during the period beginning on September 30, 2025 through July 1, 2026, of up to 100% of the net shares that Mr. Martin may receive from the vesting of outstanding awards of restricted stock units and up to 50% of the net shares that he may receive from the vesting of performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.
On July 3, 2025 , Rajiv Ramaswami , our President and Chief Executive Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Ramaswami’s plan provides for the sale, from time to time during the period beginning on October 2, 2025 through July 3, 2026, of up to 388,920 shares and up to 25% of the net shares that Mr. Ramaswami may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.
On July 3, 2025 , Gayle Sheppard , a member of our board of directors , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Sheppard's plan provides for the sale, from time to time during the period beginning on October 2, 2025 through July 3, 2026, of up to 3,500 shares.
On July 9, 2025 , Rukmini Sivaraman , our Chief Financial Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Sivaraman's plan provides for the sale, from time to time during the period beginning on October 10, 2025 through October 9, 2026, of up to 60,000 shares and up to 40% of the net shares that Ms. Sivaraman may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the December 15, 2025 vesting date and ending on the September 15, 2026 vesting date.
Other than as set forth above, during the three months ended July 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2025 annual meeting of stockholders ("2025 Proxy Statement"), which will be filed not later than 120 days after the end of our fiscal year ended July 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our 2025 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to our 2025 Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to our 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to our 2025 Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Consolidated Financial Statements
We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
See the Exhibit Index below in this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
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Table of Contents
EXHIBIT INDEX
Incorporated by Reference
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
3.1
Complete copy of the Amended and Restated Certificate of Incorporation, as amended, consisting of (i) the Amended and Restated Certificate of Incorporation filed on December 9, 2022 and (ii) the Certificate of Amendment filed on December 8, 2023 .
10-Q
001-37883
3.1
3/7/2024
3.2
Amended and Restated Bylaws.
8-K
001-37883
3.1
10/7/2022
3.3
Certificate of Retirement of Class B Common Stock.
8-K
001-37883
3.1
1/4/2022
4.1
Specimen Class A Common Stock Certificate of the Registrant.
S-1/A
333-208711
4.2
4/4/2016
4.2
Description of Class A Common Stock.
10-K
001-37883
4.4
9/21/2023
4.3
Indenture, dated as of September 22, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee.
8-K
001-37883
4.1
9/23/2021
4.4
Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.3) .
8-K
001-37883
4.2
9/23/2021
4.5
Indenture, dated as of December 16, 2024, by and between the Registrant and U.S. Bank Trust Company National Association, as Trustee.
8-K
001-37883
4.1
12/16/2024
4.6
Form of 0.50% Convertible Senior Notes due 2029 (included in Exhibit 4.5)
8-K
001-37883
4.2
12/16/2024
10.1
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers.
10-Q
001-37883
10.1
6/3/2021
10.2+
Second Amended and Restated Outside Director Compensation Policy .
10-K
001-37883
10.2
9/21/2021
10.3+
First Amendment to Second Amended and Restated Outside Director Compensation .
10-Q
001-37883
10.1
6/2/2022
10.4+
Second Amendment to Second Amended and Restated Outside Director Compensation .
10-Q
001-37883
10.1
12/7/2022
10.5+
2010 Stock Plan and forms of equity agreements thereunder.
S-1/A
333-208711
10.2
8/16/2016
10.6+
2011 Stock Plan and forms of equity agreements thereunder.
S-1
333-208711
10.3
12/22/2015
10.7+
2016 Equity Incentive Plan and forms of equity agreements thereunder.
S-1/A
333-208711
10.4
9/19/2016
10.8+
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2022) under the 2016 Equity Incentive Plan.
10-Q
001-37883
10.2
12/2/2021
10.9+
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2023) under the 2016 Equity Incentive Plan.
10-K
001-37883
10.8
9/21/2022
10.10+
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2024) under the 2016 Equity Incentive Plan.
10-K
001-37883
10.10
9/21/2023
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Table of Contents
Incorporated by Reference
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.11+
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2025) under the 2016 Equity Incentive Plan.
10-K
001-37883
10.11
9/19/2024
10.12+
Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder.
10-Q
001-37883
10.1
5/24/2023
10.13+
Executive Incentive Compensation Plan.
S-1
333-208711
10.14
12/22/2015
10.14+
Offer Letter, dated as of December 7, 2020, by and between Nutanix, Inc. and Rajiv Ramaswami.
8-K
001-37883
10.1
12/9/2020
10.15+
Offer Letter, dated as of April 10, 2022, by and between the Registrant and Rukmini Sivaraman.
8-K
001-37883
10.1
4/12/2022
10.16+
Form of Global Restricted Stock Unit Agreement for the Stock Price Performance-Based Restricted Stock Units under the 2016 Equity Incentive Plan.
8-K
001-37883
10.1
1/9/2024
10.17+
Form of Global Restricted Stock Unit Agreement for the Operational Metrics Performance-Based Restricted Stock Units.
8-K
001-37883
10.2
1/9/2024
10.18+
Offer Letter, dated as of April 29, 2024, by and between the Registrant and Brian Martin.
10-K
001-37883
10.21
9/19/2024
10.19+
Senior Advisor Agreement, dated as of September 3, 2024, by and between the Registrant and David Sangster.
10-K
001-37883
10.22
9/19/2024
10.20+
Change of Control and Severance Policy.
10-K
001-37883
10.16
9/21/2022
10.21+
Executive Severance Policy.
10-K
001-37883
10.17
9/21/2021
10.22
Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of May 16, 2014, by and among the Registrant, Nutanix Netherlands B.V. and Super Micro Computer Inc., as amended by Amendment One to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 13, 2017 and Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement dated as of October 31, 2018.
10-Q
001-37883
10.2
6/5/2019
10.23
Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer, Inc.
10-Q
001-37883
10.1
6/10/2024
10.24
Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V. and Super Micro Computer, Inc.
10-Q
001-37883
10.5
12/5/2019
10.25
Amendment Three to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of December 20, 2020, by and between the Registrant and Super Micro Computer Inc.
10-Q
001-37883
10.1
3/4/2021
10.26
Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc.
10-Q
001-37883
10.1
3/10/2022
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Table of Contents
Incorporated by Reference
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.27
Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership.
S-1/A
333-208711
10.15
8/16/2016
10.28
Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership.
S-1/A
333-208711
10.16
8/16/2016
10.29
Sixth Amendment to the Office Lease dated as of January 29, 2018, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.1
6/12/2018
10.30
Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.2
6/12/2018
10.31
Eighth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.3
12/3/2020
10.32
Ninth Amendment to the Office Lease dated as of August 23, 2021, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.1
12/2/2021
10.33
Tenth Amendment to the Office Lease dated as of May 18, 2022, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.3
6/2/2022
10.34
Eleventh Amendment to the Office Lease dated as of June 28, 2022, by and between the Registrant and Hudson 1740 Technology, LLC.
10-K
001-37883
10.34
9/21/2022
10.35
Twelfth Amendment to the Office Lease dated as of August 31, 2022, by and between the Registrant and Hudson 1740 Technology, LLC.
10-K
001-37883
10.35
9/21/2022
10.36
Thirteenth Amendment to the Office Lease dated as of November 16, 2023, by and between the Registrant and Hudson 1740 Technology, LLC.
10-Q
001-37883
10.1
12/7/2023
10.37
Fourth Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson Metro Plaza, LLC.
10-Q
001-37883
10.3
6/12/2018
10.38
Fifth Amendment to the Office Lease dated as of October 1, 2018, by and between the Registrant and Hudson Metro Plaza, LLC.
10-Q
001-37883
10.1
12/10/2018
10.39
Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
10-K
001-37883
10.28
9/24/2019
10.40
Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
10-K
001-37883
10.29
9/24/2019
10.41
Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
10-Q
001-37883
10.1
12/5/2019
10.42
Ninth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Metro Plaza, LLC.
10-Q
001-37883
10.5
12/3/2020
10.43
Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.
10-K
001-37883
10.42
9/21/2022
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Table of Contents
Incorporated by Reference
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.44
Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.
10-K
001-37883
10.43
9/21/2022
10.45
Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC.
10-Q
001-37883
10.4
6/12/2018
10.46
First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC.
10-K
001-37883
10.31
9/24/2019
10.47
Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC.
10-Q
001-37883
10.2
12/10/2018
10.48
First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC.
10-Q
001-37883
10.2
12/5/2019
10.49
Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC.
10-Q
001-37883
10.3
12/5/2019
10.50
Second Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Concourse, LLC.
10-Q
001-37883
10.4
12/3/2020
10.51
Third Amendment to the Office Lease, dated as of April 30, 2022, by and between the Registrant and Hudson Concourse, LLC.
10-K
001-37883
10.50
9/21/2022
10.52
Fourth Amendment to the Office Lease, dated as of June 15, 2022, by and between the Registrant and Hudson Concourse, LLC.
10-K
001-37883
10.51
9/21/2022
10.53
Fifth Amendment to the Office Lease, dated as of July 28, 2022, by and between the Registrant and Hudson Concourse, LLC.
10-K
001-37883
10.52
9/21/2022
10.54
Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP.
8-K
001-37883
10.1
8/27/2020
10.55
Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP.
8-K
001-37883
10.1
9/24/2020
10.56
Credit Agreement, dated as of February 12, 2025, among Nutanix, Inc., as borrower, Bank of America, N.A., as administrative agent, collateral agent and L/C issuer, and the lenders party thereto.
8-K
001-37883
10.1
2/12/2025
19.1
Insider Trading Policy .
X
21.1
List of significant subsidiaries of the Registrant.
X
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
X
24.1
Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
X
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
146
Table of Contents
Incorporated by Reference
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
X
97.1
Compensation Recovery Policy.
10-K
001-37883
97.1
09/19/2024
101.INS
Inline XBRL Instance Document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.
Inline XBRL Taxonomy Extension Definition.
X
101.
Inline XBRL Taxonomy Extension Label Linkbase
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
X
Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.
Certain confidential information contained in this exhibit was omitted by means of marking such portions with brackets because the identified confidential information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule or exhibit, or any section thereof, to the SEC upon request.
* These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Nutanix, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
+Indicates a management contract or compensatory plan or arrangement.
147
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NUTANIX, INC.
Date: September 23, 2025
By:
/s/ Rajiv Ramaswami
Rajiv Ramaswami
President and Chief Executive Officer
(Principal Executive Officer)
148
Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajiv Ramaswami and Rukmini Sivaraman, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Rajiv Ramaswami
President and Chief Executive Officer
(Principal Executive Officer)
September 23, 2025
Rajiv Ramaswami
/s/ Rukmini Sivaraman
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 23, 2025
Rukmini Sivaraman
/s/ Eric K. Brandt
Director
September 23, 2025
Eric K. Brandt
/s/ Craig Conway
Director
September 23, 2025
Craig Conway
/s/ Max de Groen
Director
September 23, 2025
Max de Groen
/s/ Virginia Gambale
Director
September 23, 2025
Virginia Gambale
/s/ Steven J. Gomo
Director
September 23, 2025
Steven J. Gomo
/s/ Gayle Sheppard
Director
September 23, 2025
Gayle Sheppard
/s/ Mark Templeton
Director
September 23, 2025
Mark Templeton
149