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10-Q – 2026-05-29 – ntnx-20260430.htm
Results of Operations The following tables set forth our condensed consolidated results of operations in dollars and as a percentage of total revenue for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods. Three Months Ended April 30, Nine Months Ended April 30, 2025 2026 2025 2026 (in thousands) Revenue: Product $ 345,479 $ 364,938 $ 1,001,585 $ 1,101,305 Support, maintenance and other services 293,504 338,128 883,075 995,162 Total revenue 638,983 703,066 1,884,660 2,096,467 Cost of revenue: Product (1)(2) 6,776 5,816 23,969 15,782 Support, maintenance and other services (1) 76,215 86,463 226,980 255,240 Total cost of revenue 82,991 92,279 250,949 271,022 Gross profit 555,992 610,787 1,633,711 1,825,445 Operating expenses: Sales and marketing (1)(2) 260,402 283,605 775,185 846,381 Research and development (1) 186,413 196,098 543,157 585,839 General and administrative (1) 60,532 60,575 174,036 189,244 Total operating expenses 507,347 540,278 1,492,378 1,621,464 Income from operations 48,645 70,509 141,333 203,981 Other income, net 15,954 10,805 25,172 40,412 Income before provision for income taxes 64,599 81,314 166,505 244,393 Provision for income taxes 1,236 9,227 16,789 7,188 Net income $ 63,363 $ 72,087 $ 149,716 $ 237,205 (1) Includes stock-based compensation expense as follows: Product cost of revenue $ 401 $ 364 $ 2,425 $ 1,150 Support, maintenance and other services cost of revenue 6,623 5,710 20,768 20,132 Sales and marketing 19,513 19,556 61,558 60,070 Research and development 42,162 44,757 132,489 135,363 General and administrative 15,543 12,431 49,179 46,427 Total stock-based compensation expense $ 84,242 $ 82,818 $ 266,419 $ 263,142 (2) Includes amortization of intangible assets as follows: Product cost of revenue $ 546 $ 106 $ 2,080 $ 318 Sales and marketing 89 88 265 264 Total amortization of intangible assets $ 635 $ 194 $ 2,345 $ 582 43 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Three Months Ended April 30, Nine Months Ended April 30, 2025 2026 2025 2026 (as a percentage of total revenue) Revenue: Product 54.1 % 51.9 % 53.1 % 52.5 % Support, maintenance and other services 45.9 % 48.1 % 46.9 % 47.5 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of revenue: Product 1.1 % 0.8 % 1.3 % 0.8 % Support, maintenance and other services 11.9 % 12.3 % 12.0 % 12.1 % Total cost of revenue 13.0 % 13.1 % 13.3 % 12.9 % Gross profit 87.0 % 86.9 % 86.7 % 87.1 % Operating expenses: Sales and marketing 40.8 % 40.3 % 41.1 % 40.4 % Research and development 29.2 % 27.9 % 28.8 % 27.9 % General and administrative 9.5 % 8.6 % 9.2 % 9.0 % Total operating expenses 79.5 % 76.8 % 79.1 % 77.3 % Income from operations 7.5 % 10.1 % 7.6 % 9.8 % Other income, net 2.5 % 1.5 % 1.3 % 1.9 % Income before provision for income taxes 10.0 % 11.6 % 8.9 % 11.7 % Provision for income taxes 0.2 % 1.3 % 0.9 % 0.3 % Net income 9.8 % 10.3 % 8.0 % 11.4 % 44 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Comparison of the Three and Nine Months Ended April 30, 2025 and 2026 Revenue Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Product $ 345,479 $ 364,938 $ 19,459 6 % $ 1,001,585 $ 1,101,305 $ 99,720 10 % Support, maintenance and other services 293,504 338,128 44,624 15 % 883,075 995,162 112,087 13 % Total revenue $ 638,983 $ 703,066 $ 64,083 10 % $ 1,884,660 $ 2,096,467 $ 211,807 11 % Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) U.S. $ 346,102 $ 377,046 $ 30,944 9 % $ 1,046,105 $ 1,128,064 $ 81,959 8 % Europe, the Middle East and Africa 172,415 201,115 28,700 17 % 504,954 607,602 102,648 20 % Asia Pacific 106,902 103,278 (3,624 ) (3 )% 294,926 302,336 7,410 3 % Other Americas 13,564 21,627 8,063 59 % 38,675 58,465 19,790 51 % Total revenue $ 638,983 $ 703,066 $ 64,083 10 % $ 1,884,660 $ 2,096,467 $ 211,807 11 % Product revenue increased by approximately $19.5 million, or 6%, and $99.7 million, or 10%, for the three and nine months ended April 30, 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 $44.6 million, or 15%, and $112.1 million, or 13%, for the three and nine months ended April 30, 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 April 30, 2025 to April 30, 2026, and the related software maintenance and support subscription contracts and renewals. For both the three and nine months ended April 30, 2025, the total average contract duration was approximately 3.1 years. For the three and nine months ended April 30, 2026, the total average contract duration was approximately 3.4 years and 3.2 years, respectively. 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 April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Cost of product revenue $ 6,776 $ 5,816 $ (960 ) (14 )% $ 23,969 $ 15,782 $ (8,187 ) (34 )% Product gross margin 98.0 % 98.4 % 97.6 % 98.6 % Cost of support, maintenance and other services revenue $ 76,215 $ 86,463 $ 10,248 13 % $ 226,980 $ 255,240 $ 28,260 12 % Support, maintenance and other services gross margin 74.0 % 74.4 % 74.3 % 74.4 % Total gross margin 87.0 % 86.9 % 86.7 % 87.1 % Cost of product revenue Cost of product revenue decreased for the three and nine months ended April 30, 2026, as compared to the respective prior year periods, due primarily to decreases in overhead resulting from lower operating lease and finance lease costs. 45 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Product gross margin increased by approximately 0.4 percentage points and 1.0 percentage points for the three and nine months ended April 30, 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 nine months ended April 30, 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 increased by approximately 0.4 percentage points and 0.1 percentage points for the three and nine months ended April 30, 2026, respectively, as compared to the respective prior year periods, due primarily to support, maintenance and other services revenue growing at a faster rate than personnel-related costs. Operating Expenses Sales and marketing Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Sales and marketing $ 260,402 $ 283,605 $ 23,203 9 % $ 775,185 $ 846,381 $ 71,196 9 % Percent of total revenue 40.8 % 40.3 % 41.1 % 40.4 % Sales and marketing expense increased for the three and nine months ended April 30, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs resulting from the 7% growth in our sales and marketing headcount from April 30, 2025 to April 30, 2026, as well as increased marketing spending on events. Research and development Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Research and development $ 186,413 $ 196,098 $ 9,685 5 % $ 543,157 $ 585,839 $ 42,682 8 % Percent of total revenue 29.2 % 27.9 % 28.8 % 27.9 % Research and development expense increased for the three and nine months ended April 30, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs resulting from the 8% growth in our R&D headcount from April 30, 2025 to April 30, 2026, as well as an increase in IT and facilities costs, partially offset by an increase in reimbursements for technical costs related to certain partner programs. General and administrative Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) General and administrative $ 60,532 $ 60,575 $ 43 0 % $ 174,036 $ 189,244 $ 15,208 9 % Percent of total revenue 9.5 % 8.6 % 9.2 % 9.0 % General and administrative expense increased for the three and nine months ended April 30, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs resulting from the 10% growth in our G&A headcount from April 30, 2025 to April 30, 2026 and higher legal and outside services costs. 46 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Other Income (Expense), Net Three Months Ended April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Interest income, net $ 17,988 $ 17,505 $ (483 ) (3 )% $ 43,022 $ 55,255 $ 12,233 28 % Amortization of debt discount and issuance costs and interest expense (2,950 ) (2,996 ) (46 ) (2 )% (5,370 ) (8,984 ) (3,614 ) (67 )% Inducement expense — — — 0 % (11,347 ) — 11,347 100 % Other 916 (3,704 ) (4,620 ) (504 )% (1,133 ) (5,859 ) (4,726 ) (417 )% Other income (expense), net $ 15,954 $ 10,805 $ (5,149 ) (32 )% $ 25,172 $ 40,412 $ 15,240 61 % Other income (expense), net decreased for the three months ended April 30, 2026, as compared to the respective prior year period, due primarily to an increase in foreign exchange expense. Other income (expense), net increased for the nine months ended April 30, 2026, as compared to the respective prior year period, due primarily to an increase in interest income from our short-term investments which increased from approximately $1,009.9 million as of April 30, 2025 to $1,299.1 million as of April 30, 2026, as well as approximately $11.3 million of inducement expense recognized during the second quarter of fiscal 2025 related to the partial repurchase of the 2027 Notes. The increase in other income (expense), net was partially offset by an increase in foreign exchange expense as well as 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 April 30, Change Nine Months Ended April 30, Change 2025 2026 $ % 2025 2026 $ % (in thousands, except percentages) Provision for income taxes $ 1,236 $ 9,227 $ 7,991 647 % $ 16,789 $ 7,188 $ (9,601 ) (57 )% The increase in the income tax provision for the three months ended April 30, 2026, as compared to the respective prior year period, was 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 April 30, 2025. The decrease in the income tax provision for the nine months ended April 30, 2026, as compared to the respective prior year period, was due primarily to the tax benefit recognized for the release of certain uncertain tax positions as a result of the expiration of the statute of limitations during the nine months ended April 30, 2026. Liquidity and Capital Resources Our principal sources of liquidity are cash, cash equivalents and marketable securities and net accounts receivable. As of April 30, 2026, we had approximately $718.8 million of cash and cash equivalents and $1,299.1 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 April 30, 2026, we had accounts receivable of approximately $251.6 million, net of allowances of $3.0 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. 47 Table of Contents 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 April 30, 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 April 30, 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. In May 2026, we completed the issuance and sale of 4,136,789 shares of our Class A common stock to Advanced Micro Devices, Inc. at a purchase price of $36.26 per share, for aggregate cash proceeds of approximately $150.0 million. 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 interest and other obligations related to convertible notes, 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. As of April 30, 2026, the conversion prices of the 2027 Notes and 2029 Notes exceed our current Class A common stock price. Purchase Obligations, Lease Commitments and Other Obligations As of April 30, 2026, we had non-cancelable contractual purchase obligations of $200.3 million. These purchase obligations primarily include guarantees with contract manufacturers and purchase obligations and other commitments pertaining to our daily business operations. As of April 30, 2026, we had aggregate future minimum lease payments under non-cancelable operating leases and finance leases of $219.8 million, of which $54.6 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 April 2035 and lease certain data center equipment under finance leases. As of April 30, 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. 48 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) 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 and April 2026, our Board of Directors approved increases of $350.0 million and $750.0 million, respectively, 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. Cash Flows The following table summarizes our cash flows for the periods presented: Nine Months Ended April 30, 2025 2026 (in thousands) Net cash provided by operating activities $ 601,927 $ 601,675 Net cash used in investing activities (726,082 ) (107,945 ) Net cash provided by (used in) financing activities 341,119 (543,832 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 216,964 $ (50,102 ) Cash Flows from Operating Activities Net cash provided by operating activities was approximately $601.7 million for the nine months ended April 30, 2026, compared to approximately $601.9 million for the nine months ended April 30, 2025. Net cash provided by operating activities remained relatively flat for the nine months ended April 30, 2026, compared to the prior year period, as an increase in net income and higher cash collections were offset by increased cash outflows for prepaid expenses and accrued compensation and benefits. Cash Flows from Investing Activities Net cash used in investing activities of approximately $726.1 million for the nine months ended April 30, 2025 included approximately $941.4 million of short-term investment purchases and $59.5 million of purchases of property and equipment, partially offset by approximately $272.8 million of maturities of short-term investments and $2.0 million of sales of short-term investments. Net cash used in investing activities of approximately $107.9 million for the nine months ended April 30, 2026 included approximately $679.6 million of short-term investment purchases and $38.6 million of purchases of property and equipment, partially offset by approximately $607.5 million of maturities of short-term investments and $2.8 million of sales of short-term investments. Cash Flows from Financing Activities Net cash provided by financing activities of approximately $341.1 million for the nine months ended April 30, 2025 included approximately $848.0 million of net proceeds from the issuance of the 2029 Notes and $68.5 million of proceeds from the sale of shares through employee equity incentive plans, partially offset by approximately $257.9 million of repurchases of our Class A common stock, $212.9 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, $3.4 million of third-party debt issuance costs related to the issuance of the 2029 Notes, $2.9 million of payments for finance lease obligations, and $2.8 million of issuance costs related to the Revolver. 49 Table of Contents NUTANIX, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Net cash used in financing activities of approximately $543.8 million for the nine months ended April 30, 2026 included approximately $433.2 million of repurchases of our Class A common stock and $169.4 million of taxes paid related to the net share settlement of equity awards, partially offset by approximately $61.4 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. 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. 50 Table of Contents 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 a decrease in our operating income of approximately $55.6 million and $66.3 million for the nine months ended April 30, 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 April 30, 2026, we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver. As of April 30, 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. 51 Table of Contents 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 April 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 52 Table of Contents 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 April 30, 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 (1) (in thousands, except per share amounts) February 1 - 28, 2026 458 $ 39.68 458 $ 60,772 March 1 - 31, 2026 818 $ 38.89 818 $ 28,936 April 1 - 30, 2026 — $ — — $ 778,936 Total 1,276 1,276 (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 and April 2026, our Board of Directors approved increases of $350.0 million and $750.0 million, respectively, 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. 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. Item 4. Mine Saf ety Disclosures Not applicable. 53 Table of Contents Item 5. Other Information During the three months ended April 30, 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. 54 Table of Contents EXHIBI T INDEX Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 3.1 Second Amended and Restated Bylaws 8-K 001-37883 3.1 3/26/2026 10.1+ Third Amendment to Second Amended and Restated Outside Director Compensation Policy X 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. 55 Table of Contents 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: May 29, 2026 /s/ Rukmini Sivaraman Rukmini Sivaraman Chief Financial Officer (Principal Financial Officer) 56