10-Q – 2026-03-02 – ntnx-20260131.htm

Product revenue increased by approximately $33.2 million, or 9%, and $80.3 million, or 12%, for the three and six months ended January 31, 2026, respectively, as compared to the respective prior year periods, due primarily to increases in software revenue as a result of increased adoption of our products, driven by growth in software renewals and the various programs we have put in place to attract new customers onto our platform and expand with existing customers.
Support, maintenance and other services revenue increased by approximately $34.9 million, or 12%, and $67.5 million, or 11%, for the three and six months ended January 31, 2026, respectively, as compared to the respective prior year periods, in conjunction with the growth of our end customer base, which grew approximately 11% from January 31, 2025 to January 31, 2026, and the related software maintenance and support subscription contracts and renewals.
For both the three and six months ended January 31, 2025, the total average contract duration was approximately 3.0 years. For both the three and six months ended January 31, 2026, the total average contract duration was approximately 3.1 years. Total average contract duration represents the dollar-weighted term across all subscription contracts, as well as our limited number of life-of-device contracts billed during the period, using an assumed term of five years for licenses without a specified term, such as life-of-device licenses.
Cost of Revenue and Gross Margin
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Cost of product revenue

 

$

8,823

 

 

$

5,674

 

 

$

(3,149

)

 

 

(36

)%

 

$

17,193

 

 

$

9,966

 

 

$

(7,227

)

 

 

(42

)%

Product gross margin

 

 

97.5

%

 

 

98.5

%

 

 

 

 

 

 

 

 

97.4

%

 

 

98.6

%

 

 

 

 

 

 

Cost of support,
   maintenance and
   other services revenue

 

$

76,465

 

 

$

85,599

 

 

$

9,134

 

 

 

12

%

 

$

150,765

 

 

$

168,777

 

 

$

18,012

 

 

 

12

%

Support, maintenance
   and other services
   gross margin

 

 

74.6

%

 

 

74.5

%

 

 

 

 

 

 

 

 

74.4

%

 

 

74.3

%

 

 

 

 

 

 

Total gross margin

 

 

87.0

%

 

 

87.4

%

 

 

 

 

 

 

 

 

86.5

%

 

 

87.2

%

 

 

 

 

 

 

 
Cost of product revenue
Cost of product revenue decreased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to decreases in overhead resulting from lower operating lease and finance lease costs.

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NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 

Product gross margin increased by approximately 1.0 percentage points and 1.2 percentage points for the three and six months ended January 31, 2026, respectively, as compared to the respective prior year periods, due primarily to product revenue increasing while cost of product revenue decreased.
Cost of support, maintenance and other services revenue
Cost of support, maintenance and other services revenue increased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs, resulting from growth in our global customer support organization.
Support, maintenance and other services gross margin decreased by approximately 0.1 percentage points for both the three and six months ended January 31, 2026, respectively, as compared to the respective prior year periods, due primarily to support, maintenance and other services revenue growing at a slower rate than personnel-related costs.
Operating Expenses
Sales and marketing
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Sales and marketing

 

$

261,382

 

 

$

277,543

 

 

$

16,161

 

 

 

6

%

 

$

514,783

 

 

$

562,776

 

 

$

47,993

 

 

 

9

%

Percent of total revenue

 

 

39.9

%

 

 

38.4

%

 

 

 

 

 

 

 

 

41.3

%

 

 

40.4

%

 

 

 

 

 

 

Sales and marketing expense increased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs resulting from the 8% growth in our sales and marketing headcount from January 31, 2025 to January 31, 2026, as well as increased marketing spending on events.
Research and development
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Research and development

 

$

182,785

 

 

$

202,259

 

 

$

19,474

 

 

 

11

%

 

$

356,744

 

 

$

389,741

 

 

$

32,997

 

 

 

9

%

Percent of total revenue

 

 

27.9

%

 

 

28.0

%

 

 

 

 

 

 

 

 

28.6

%

 

 

28.0

%

 

 

 

 

 

 

Research and development expense increased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs due to the 12% growth in our R&D headcount from January 31, 2025 to January 31, 2026, as well as an increase in IT and facilities costs.
General and administrative
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

General and administrative

 

$

59,828

 

 

$

67,613

 

 

$

7,785

 

 

 

13

%

 

$

113,504

 

 

$

128,669

 

 

$

15,165

 

 

 

13

%

Percent of total revenue

 

 

9.1

%

 

 

9.4

%

 

 

 

 

 

 

 

 

9.1

%

 

 

9.2

%

 

 

 

 

 

 

General and administrative expense increased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to an increase in overhead resulting from higher operating lease and finance lease costs, higher personnel-related costs, resulting from the 10% growth in our G&A headcount from January 31, 2025 to January 31, 2026, higher legal and outside services costs, an increase in costs related to software licenses, as well as an increase in data center costs.

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NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 

Other Income (Expense), Net
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Interest income, net

 

$

13,940

 

 

$

17,917

 

 

$

3,977

 

 

 

29

%

 

$

25,033

 

 

$

37,751

 

 

$

12,718

 

 

 

51

%

Amortization of debt
   discount and issuance
   costs and interest
   expense

 

 

(1,674

)

 

 

(2,995

)

 

 

(1,321

)

 

 

(79

)%

 

 

(2,420

)

 

 

(5,988

)

 

 

(3,568

)

 

 

(147

)%

Inducement expense

 

 

(11,347

)

 

 

—

 

 

 

11,347

 

 

 

100

%

 

 

(11,347

)

 

 

—

 

 

 

11,347

 

 

 

100

%

Other

 

 

(1,274

)

 

 

(1,554

)

 

 

(280

)

 

 

(22

)%

 

 

(2,048

)

 

 

(2,156

)

 

 

(108

)

 

 

(5

)%

Other income (expense), net

 

$

(355

)

 

$

13,368

 

 

$

13,723

 

 

 

3,866

%

 

$

9,218

 

 

$

29,607

 

 

$

20,389

 

 

 

221

%

Other income (expense), net increased for the three and six months ended January 31, 2026, as compared to the respective prior year periods, due primarily to approximately $11.3 million of inducement expense recognized during the second quarter of fiscal 2025 related to the partial repurchase of the 2027 Notes as well as an increase in interest income from our short-term investments, which increased from approximately $670.7 million as of January 31, 2025 to $1,270.6 million as of January 31, 2026. The increase in other income (expense), net was partially offset by an increase in interest expense related to our convertible notes, as the 2029 Notes were issued during the second quarter of fiscal 2025.
Provision for Income Taxes
 

 

 

Three Months Ended
January 31,

 

 

Change

 

 

Six Months Ended
January 31,

 

 

Change

 

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

2025

 

 

2026

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Provision for income taxes

 

$

8,656

 

 

$

(5,517

)

 

$

(14,173

)

 

 

(164

)%

 

$

15,553

 

 

$

(2,039

)

 

$

(17,592

)

 

 

(113

)%

The decreases in the income tax provision for the three and six months ended January 31, 2026, as compared to the respective prior year periods, were due primarily to the release of certain uncertain tax positions as a result of the expiration of the statute of limitations during the fiscal quarter ended January 31, 2026, partially offset by decrease in excess tax benefits on stock options and restricted stock units.
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents and marketable securities and net accounts receivable. As of January 31, 2026, we had approximately $603.4 million of cash and cash equivalents and $1,270.6 million of short-term investments, which were held for general corporate purposes. Our restricted cash balance was not material. Our cash, cash equivalents and short-term investments primarily consist of bank deposits, money market accounts and highly rated debt instruments of the U.S. government and its agencies and debt instruments of highly rated corporations. As of January 31, 2026, we had accounts receivable of approximately $260.6 million, net of allowances of $2.8 million.
In September 2021, we issued convertible senior notes with a 0.25% interest rate for an aggregate principal amount of $575.0 million due 2027, of which $477.3 million in principal amount was issued in exchange for approximately $416.5 million principal amount of the 2023 Notes and the remaining $97.7 million in principal amount was issued for cash. There are no required principal payments on the 2027 Notes prior to their maturity.
In December 2024, we issued convertible senior notes with a 0.50% interest rate for an aggregate principal amount of $862.5 million due 2029. 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. There are no required principal payments on the 2029 Notes prior to their maturity.

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NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 

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. As of January 31, 2026, we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver. 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. As of January 31, 2026, we were in compliance with the financial covenant.
For additional information regarding our debt offerings, see Note 5 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We believe that our cash, cash equivalents and short-term investments, available borrowing capacity under the Revolver, and our expected net cash provided by operating activities will be sufficient to meet our anticipated cash needs, including for working capital, capital expenditures, share repurchases (if any), the payment of taxes related to the net share settlement of equity awards, and convertible notes servicing and repayment requirements, for at least the next 12 months. Our future cash needs will depend on many factors, including our growth strategy and plans, the timing and extent of spending to support research and development and engineering efforts; the expansion of sales and marketing activities; the introduction of new and enhanced product and service offerings; the continuing market acceptance of our products; our end customers and partners; any acquisitions of businesses, technologies or products; any share repurchases; and market, economic and financial conditions (including inflation and interest rates). Holders of the 2027 Notes or the 2029 Notes will be entitled to convert their 2027 Notes or 2029 Notes under certain circumstances as described in Note 5 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. If one or more holders elect to convert their 2027 Notes or 2029 Notes, as applicable, we may elect to satisfy our conversion obligation by delivering shares of our Class A common stock or a combination of cash and shares of Class A common stock, rather than exclusively in cash.
Purchase Obligations, Lease Commitments and Other Obligations
As of January 31, 2026, we had non-cancelable contractual purchase obligations of $152.7 million. These purchase obligations primarily include guarantees with contract manufacturers and purchase obligations and other commitments pertaining to our daily business operations.
As of January 31, 2026, we had aggregate future minimum lease payments under non-cancelable operating leases and finance leases of $240.6 million, of which $51.4 million was short-term. Non-cancelable leases include leases that have been executed, but not yet commenced. We lease offices, research and development facilities, and data centers under operating leases expiring through January 2033 and lease certain data center equipment under finance leases.
As of January 31, 2026, we had accrued liabilities related to uncertain tax positions, which are reflected on our consolidated balance sheet. These accrued liabilities are not reflected in the contractual obligations disclosed above, as it is uncertain if or when such amounts will ultimately be settled.
Capital Return
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 will be funded from available liquidity and 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 timing and amount of share repurchases will depend upon prevailing stock prices, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, and other factors. 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. For more information on the share repurchase, refer to Note 8 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 

Cash Flows
The following table summarizes our cash flows for the periods presented:
 

 

 

Six Months Ended January 31,

 

 

 

2025

 

 

2026

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$

383,421

 

 

$

394,171

 

Net cash used in investing activities

 

 

(375,455

)

 

 

(67,347

)

Net cash provided by (used in) financing activities

 

 

408,847

 

 

 

(492,924

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

$

416,813

 

 

$

(166,100

)

 
Cash Flows from Operating Activities
Net cash provided by operating activities was approximately $394.2 million for the six months ended January 31, 2026, compared to approximately $383.4 million for the six months ended January 31, 2025. The increase in cash provided by operating activities for the six months ended January 31, 2026 was due primarily to the increase in our net income from operations.
Cash Flows from Investing Activities
Net cash used in investing activities of approximately $375.5 million for the six months ended January 31, 2025 included approximately $493.2 million of short-term investment purchases and $44.4 million of purchases of property and equipment, partially offset by approximately $162.1 million of maturities of short-term investments.
Net cash used in investing activities of approximately $67.3 million for the six months ended January 31, 2026 included approximately $472.8 million of short-term investment purchases and $28.2 million of purchases of property and equipment, partially offset by approximately $431.7 million of maturities of short-term investments and $2.0 million of sales of short-term investments.
Cash Flows from Financing Activities
Net cash provided by financing activities of approximately $408.8 million for the six months ended January 31, 2025 included approximately $848.0 million of net proceeds from the issuance of the 2029 Notes and $29.3 million of proceeds from the sale of shares through employee equity incentive plans, partially offset by approximately $220.1 million of repurchases of our Class A common stock, $148.2 million of taxes paid related to the net share settlement of equity awards, $95.5 million related to the partial repurchase of the 2027 Notes, $2.8 million of third-party debt issuance costs related to the issuance of the 2029 Notes, and $1.9 million of payments for finance lease obligations.
Net cash used in financing activities of approximately $492.9 million for the six months ended January 31, 2026 included approximately $383.1 million of repurchases of our Class A common stock and $137.0 million of taxes paid related to the net share settlement of equity awards, partially offset by approximately $29.0 million of proceeds from the sale of shares through employee equity incentive plans.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.
There have been no material changes to our critical accounting policies and estimates as compared to those described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

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NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
 

Recent Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements.

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Item 3. Quantitative and Qualitati ve 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 condensed 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 condensed consolidated financial statements. Foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our condensed consolidated financial statements.
A hypothetical 10% decrease in the U.S. dollar against other currencies would result in an decrease in our operating income of approximately $36.2 million and $44.0 million for the six months ended January 31, 2025 and 2026, respectively. The increase in this hypothetical change 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.
In February 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 January 31, 2026, we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.
As of January 31, 2026, 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 Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. 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 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on management’s evaluation, our principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that our disclosure controls and procedures are effective at a reasonable assurance level.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth under the "Legal Proceedings" subheading in Note 7 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Ri sk Factors
You should carefully consider the risks and uncertainties described under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, which is incorporated herein by reference, together with all of the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations", before making a decision to invest in our Class A common stock. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect our business. There have been no material changes from the risks and uncertainties previously disclosed under the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
The following table summarizes the share repurchase activity for the three months ended January 31, 2026:

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

 

 

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

 

 

 

(in thousands, except per share amounts)

 

November 1 - 30, 2025

 

 

398

 

 

$

59.30

 

 

 

398

 

 

$

387,858

 

December 1 - 31, 2025 (2)

 

 

5,160

 

 

$

48.24

 

 

 

5,160

 

 

$

138,935

 

January 1 - 31, 2026 (2)

 

 

859

 

 

$

51.45

 

 

 

859

 

 

$

78,935

 

Total

 

 

6,417

 

 

 

 

 

 

6,417

 

 

 

 

 
(1) 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. We may repurchase shares 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 timing and amount of share repurchases will depend upon prevailing stock prices, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, and other factors. 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.

(2) In December 2025, we entered into an accelerated share repurchase ("ASR") agreement with Bank of America, N.A. Under the terms of the ASR, we repurchased $300.0 million of our Class A common stock, with an initial delivery of 4,972,032 shares, representing 80% of the value of the $300.0 million. The ASR program was completed in January 2026, shortly after which Bank of America delivered an additional 858,588 shares. The final share settlement was based on the volume-weighted average price of our Class A common stock on specified dates during the term of the ASR agreement, less a discount, and less the previously delivered 4,972,032 shares.

This table excludes shares withheld from stock awards to settle employee withholding obligations related to the vesting of such awards.
Item 3.	Defaults Upo n Senior Securities
None.

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Item 4.	Mine Saf ety Disclosures
Not applicable.
Item 5.	Other Information
During the three months ended January 31, 2026 , no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 6.	E xhibits
See the Exhibit Index below for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
 

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EXHIBI T INDEX
 

 

 

Incorporated by Reference

 

Number

Exhibit Title

Form

File No.

Exhibit

Filing
Date

Filed
Herewith

10.1+

Amended and Restated 2016 Equity Incentive Plan

8-K

001-37883

10.1

12/15/2025

 

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

31.2

Certification of Principal Financial Officer 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

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

X

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

 

X

104

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

 

 

 

 

X

 
* These exhibits are furnished with this Quarterly Report on Form 10-Q 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.
 

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SIGNAT URES
Pursuant to the requirements 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: March 2, 2026

 

/s/ Rukmini Sivaraman

 

 

Rukmini Sivaraman

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

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