Nutanix, Inc. 8-K

What Happened Nutanix, Inc. filed an 8-K (Item 3.02) reporting that on May 4, 2026 it issued and sold 4,136,789 shares of its Class A common stock to Advanced Micro Devices, Inc. (AMD) at $36.26 per share, for aggregate cash proceeds of approximately $150 million. The sale was made under a Stock Purchase Agreement dated February 23, 2026 and was previously disclosed in Nutanix’s Form 8-K filed February 25, 2026. The transaction was a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

Key Details

• Shares issued: 4,136,789 shares of Class A common stock
• Price / proceeds: $36.26 per share; ~ $150 million in cash
• Buyer & agreement: Advanced Micro Devices, Inc.; Stock Purchase Agreement dated Feb 23, 2026 (previously disclosed)
• Regulatory treatment: Private placement, exempt from registration under Section 4(a)(2) of the Securities Act; reported under Item 3.02

Why It Matters The transaction increases Nutanix’s cash balance by roughly $150 million, which can support corporate needs (operations, capital, or other uses—none of which are detailed in this filing). Issuing 4.14 million new shares increases the company’s outstanding common stock and therefore dilutes existing shareholders to some degree; investors should look for subsequent filings that show updated share counts and any disclosure about use of proceeds. The buyer is AMD, noted in the agreement, and the deal was executed as a private placement rather than a public offering.