UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~January~~April 3130, 2026


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

For the transition period from to

Commission File Number: 001-37883

NUTANIX, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     27-0989767

     (State or other jurisdiction of
incorporation or organization)

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

1740 Technology Drive, Suite 150

San Jose, CA 95110

(Address of principal executive offices, including zip code)

(408) 216-8360

(Registrant's telephone number, including area code)

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.000025 par value per share	NTNX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February~~May 2627, 2026, the registrant had ~~265~~270,~~212~~320,~~097~~509 shares of Class A common stock, $0.000025 par value per share, outstanding.

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TABLE OF CONTENTS

			PAGE
PART I.		FINANCIAL INFORMATION
	Item 1	Financial Statements (Unaudited)	6
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4	Controls and Procedures	52
PART II.		OTHER INFORMATION
	Item 1	Legal Proceedings	53
	Item 1A	Risk Factors	53
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 3	Defaults Upon Senior Securities	53
	Item 4	Mine Safety Disclosures	5453
	Item 5	Other Information	54
	Item 6	Exhibits	54
EXHIBIT INDEX			55
SIGNATURES			56

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "plan," "intend," "could," "would," "expect," or words or expressions of similar substance or the negative thereof, that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. Forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:

•

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

•

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

•

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

•

our plan to continue to leverage our relationships with our channel and original equipment manufacturer partners and expand our network of cloud and ecosystem partners~~, including the anticipated closing of the stock purchase agreement with Advanced Micro Devices, Inc.~~;

•

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

•

the expected impact on the timing of our revenue recognition and cash flows from supply chain constraints and extended hardware lead times affecting customer deployments, as well as from our further enablement of software purchases and provisioning independent of hardware delivery for certain transactions;

•

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

•

expected sales productivity;

•

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

•

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

•

sustaining profitable growth;

•

our expectations regarding outstanding and potential lawsuits, claims, investigations and proceedings;

•

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

•

our expectations regarding the timing and potential release of valuation allowances against our deferred tax assets;

•

our capital allocation priorities, including expectations regarding share repurchases and other uses of cash;

•

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

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

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•

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

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs in light of the information currently available to us. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described 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. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise or publicly release the results of any revision to these forward-looking statements to reflect new information or the occurrence of unanticipated or subsequent events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

	Page
Condensed Consolidated Balance Sheets as of July 31, 2025 and January 31, 2026	7
Condensed Consolidated Balance Sheets as of July 31, 2025 and April 30, 2026	7
Condensed Consolidated Statements of Operations for the Three and Six Months Ended January 31, 2025 and 2026	8
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended April 30, 2025 and 2026	8
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended January 31, 2025 and 2026	9
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended April 30, 2025 and 2026	9
Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended January 31, 2025 and 2026	10
Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended April 30, 2025 and 2026	10
Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2025 and 2026	12
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2025 and 2026	12
Notes to Condensed Consolidated Financial Statements	13
Note 1: Overview and Basis of Presentation	13
Note 2: Revenue, Deferred Revenue and Deferred Commissions	15
Note 3: Fair Value Measurements	17
Note 4: Balance Sheet Components	19
Note 5: Debt	21
Note 6: Leases	24
Note 7: Commitments and Contingencies	26
Note 8: Stockholders' Equity	2627
Note 9: Equity Incentive Plans	2728
Note 10: Income Taxes	30
Note 11: Net Income Per Share	3031
Note 12: Segment Information	3132
Note 13: Subsequent Event	32

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NUTANIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of
	July 31,2025			~~January~~April 3130,2026
	(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	769,502		$	~~603~~718,~~402~~812
Short-term investments		1,223,234			1,~~270~~299,~~647~~091
Accounts receivable, net of allowances of $2,187 and $2,836, respectively		337,967			260,597
Accounts receivable, net of allowances of $2,187 and $2,981, respectively		337,967			251,588
Deferred commissions—current		153,072			~~147~~146,~~491~~360
Prepaid expenses and other current assets		105,391			~~184~~195,~~007~~669
Total current assets		2,589,166			2,~~466~~611,~~144~~520
Property and equipment, net		142,814			~~131~~127,~~677~~316
Operating lease right-of-use assets		134,526			~~191~~175,~~068~~261
Deferred commissions—non-current		189,221			~~187~~191,~~010~~062
Intangible assets, net		2,615			2,~~227~~033
Goodwill		185,235			185,235
Other assets—non-current		39,617			~~113~~126,~~572~~201
Total assets	$	3,283,194		$	3,~~276~~418,~~933~~628
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	81,599		$	9684,~~120~~382
Accrued compensation and benefits		230,498			~~214~~165,~~909~~336
Accrued expenses and other current liabilities		24,187			2728,~~020~~199
Deferred revenue—current		1,054,023			1,~~119~~154,~~455~~755
Operating lease liabilities—current		23,234			3337,~~059~~346
Total current liabilities		1,413,541			1,~~490~~470,~~563~~018
Deferred revenue—non-current		1,058,731			1,~~077~~152,~~643~~223
Operating lease liabilities—non-current		115,754			~~163~~144,~~671~~063
Convertible senior notes, net		1,343,818			1,~~346~~347,~~260~~484
Other liabilities—non-current		45,870			30,~~083~~453
Total liabilities		3,977,714			4,~~108~~144,~~220~~241
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, 2025 and January 31, 2026; 269,045 and 265,625 Class A shares issued and outstanding as of July 31, 2025 and January 31, 2026, respectively		7			7
Common stock, par value of $0.000025 per share—1,000,000 Class A shares authorized as of July 31, 2025 and April 30, 2026; 269,045 and 266,525 Class A shares issued and outstanding as of July 31, 2025 and April 30, 2026, respectively		7			7
Additional paid-in capital		4,200,466			4,~~151~~219,~~032~~337
Accumulated other comprehensive income		700			4,057
Accumulated other comprehensive income (loss)		700			(307	)
Accumulated deficit		(4,895,693	)		(4,~~986~~944,~~383~~650	)
Total stockholders’ deficit		(694,520	)		(~~831~~725,~~287~~613	)
Total liabilities and stockholders’ deficit	$	3,283,194		$	3,~~276~~418,~~933~~628

See the accompanying notes to condensed consolidated financial statements.

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NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands, except per share data)

Revenue:

Product

~~354~~345,~~187~~479

~~387,~~364,938

~~656~~1,~~106~~001,585

~~736~~1,~~367~~101,305

Support, maintenance and other services

~~300~~293,~~534~~504

~~335~~338,~~461~~128

~~589~~883,~~571~~075

~~657~~995,~~034~~162

Total revenue

~~654~~638,~~721~~983

~~722~~703,~~825~~066

1,~~245~~884,~~677~~660

12,~~393~~096,~~401~~467

Cost of revenue:

Product

86,~~823~~776

5,~~674~~816

1723,~~193~~969

915,~~966~~782

Support, maintenance and other services

76,~~465~~215

8586,~~599~~463

~~150~~226,~~765~~980

~~168~~255,~~777~~240

Total cost of revenue

8582,~~288~~991

9192,~~273~~279

~~167~~250,~~958~~949

~~178~~271,~~743~~022

Gross profit

~~569~~555,~~433~~992

~~631~~610,~~552~~787

1,~~077~~633,~~719~~711

1,~~214~~825,~~658~~445

Operating expenses:

Sales and marketing

~~261~~260,~~382~~402

~~277~~283,~~543~~605

~~514~~775,~~783~~185

~~562~~846,~~776~~381

Research and development

~~182~~186,~~785~~413

~~202~~196,~~259~~098

~~356~~543,~~744~~157

~~389~~585,~~741~~839

General and administrative

5960,~~828~~532

6760,~~613~~575

~~113~~174,~~504~~036

~~128~~189,~~669~~244

Total operating expenses

~~503~~507,~~995~~347

~~547~~540,~~415~~278

~~985~~1,~~031~~492,378

1,~~081~~621,~~186~~464

Income from operations

6548,~~438~~645

8470,~~137~~509

92141,~~688~~333

~~133~~203,~~472~~981

Other (expense) income, net

(355

)

13,368

9,218

29,607

Other income, net

15,954

10,805

25,172

40,412

Income before provision for (benefit from) income taxes

65,083

97,505

101,906

163,079

Income before provision for income taxes

64,599

81,314

166,505

244,393

Provision for (benefit from) income taxes

8,656

(5,517

)

15,553

(2,039

)

Provision for income taxes

1,236

9,227

16,789

7,188

Net income

5663,~~427~~363

~~103~~72,~~022~~087

86149,~~353~~716

~~165~~237,~~118~~205

Net income per share attributable to Class A common stockholders, basic

0.2124

0.3827

0.3256

0.6188

Net income per share attributable to Class A common stockholders, diluted

0.1922

0.3625

0.3052

0.5782

Weighted average shares used in computing net income per share attributable to Class A common stockholders, basic

267,~~138~~566

~~268~~265,~~282~~950

~~266~~267,~~842~~081

~~269~~268,~~077~~058

Weighted average shares used in computing net income per share attributable to Class A common stockholders, diluted

~~293~~296,~~351~~804

~~291~~287,~~910~~481

~~291~~292,~~086~~942

~~294~~291,~~214~~992

See the accompanying notes to condensed consolidated financial statements.

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NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2025			2026			2025		2026
	(in thousands)
Net income	$	5663,~~427~~363		$	~~103~~72,~~022~~087		$	86149,~~353~~716	$	~~165~~237,~~118~~205
Other comprehensive income, net of tax:
Change in unrealized gain (loss) on available-for-sale securities, net of tax		~~(155~~2,987	)		~~452~~(4,364	)		~~258~~3,245		3(1,~~357~~007	)
Comprehensive income	$	5666,~~272~~350		$	~~103~~67,~~474~~723		$	86152,~~611~~961	$	~~168~~236,~~475~~198

See the accompanying notes to condensed consolidated financial statements.

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NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Six Months Ended January 31, 2025
	Nine Months Ended April 30, 2025
	Common Stock					AdditionalPaid-In			AccumulatedOtherComprehensive			Accumulated			TotalStockholders’
	Shares			Amount		Capital			Income			Deficit			Deficit
	(in thousands)
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		3,621			—		747			—			—			747
Issuance of common stock from ESPP purchase		811			—		27,365			—			—			27,365
Shares withheld related to net share settlement of equity awards		(1,428	)		—		(84,248	)		—			—			(84,248	)
Repurchase and retirement of common stock		(340	)		—		(5,569	)		—			(14,531	)		(20,100	)
Stock-based compensation		—			—		88,749			—			—			88,749
Other comprehensive income		—			—		—			413			—			413
Net income		—			—		—			—			29,926			29,926
Balance - October 31, 2024		267,845			7		4,145,942			559			(4,831,804	)		(685,296	)
Issuance of common stock through employee equity incentive plans		2,841			—		1,187			—			—			1,187
Shares withheld related to net share settlement of equity awards		(962	)		—		(63,592	)		—			—			(63,592	)
Repurchase and retirement of common stock		(3,087	)		—		(46,763	)		—			(153,237	)		(200,000	)
Induced conversion of the 2027 Notes		—			—		(9,673	)		—			—			(9,673	)
Stock-based compensation		—			—		93,428			—			—			93,428
Other comprehensive loss		—			—		—			(155	)		—			(155	)
Net income		—			—		—			—			56,427			56,427
Balance - January 31, 2025		266,637		$	7	$	4,120,529		$	404		$	(4,928,614	)	$	(807,674	)
Issuance of common stock through employee equity incentive plans		2,270			—		455			—			—			455
Issuance of common stock from ESPP purchase		750			—		38,771			—			—			38,771
Shares withheld related to net share settlement of equity awards		(804	)		—		(55,819	)		—			—			(55,819	)
Repurchase and retirement of common stock		(571	)		—		(8,613	)		—			(29,146	)		(37,759	)
Stock-based compensation		—			—		84,242			—			—			84,242
Other comprehensive income		—			—		—			2,987			—			2,987
Net income		—			—		—			—			63,363			63,363
Balance - April 30, 2025		268,282		$	7	$	4,179,565		$	3,391		$	(4,894,397	)	$	(711,434	)

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	Six Months Ended January 31, 2026
	Nine Months Ended April 30, 2026
	Common Stock					AdditionalPaid-In			AccumulatedOtherComprehensive			Accumulated			TotalStockholders’
	Shares			Amount		Capital			Income (Loss)			Deficit			Deficit
	(in thousands)
Balance - July 31, 2025		269,045		$	7	$	4,200,466		$	700		$	(4,895,693	)	$	(694,520	)
Issuance of common stock through employee equity incentive plans		3,062			—		68			—			—			68
Issuance of common stock from ESPP purchase		550			—		28,967			—			—			28,967
Shares withheld related to net share settlement of equity awards		(1,224	)		—		(95,679	)		—			—			(95,679	)
Repurchase and retirement of common stock		(704	)		—		(10,685	)		—			(39,540	)		(50,225	)
Stock-based compensation		—			—		77,760			—			—			77,760
Other comprehensive income		—			—		—			2,905			—			2,905
Net income		—			—		—			—			62,096			62,096
Balance - October 31, 2025		270,729			7		4,200,897			3,605			(4,873,137	)		(668,628	)
Issuance of common stock through employee equity incentive plans		2,032			—		—			—			—			—
Shares withheld related to net share settlement of equity awards		(719	)		—		(34,477	)		—			—			(34,477	)
Repurchase and retirement of common stock, net		(6,417	)		—		(117,952	)		—			(216,268	)		(334,220	)
Stock-based compensation		—			—		102,564			—			—			102,564
Other comprehensive income		—			—		—			452			—			452
Net income		—			—		—			—			103,022			103,022
Balance - January 31, 2026		265,625		$	7	$	4,151,032		$	4,057		$	(4,986,383	)	$	(831,287	)
Issuance of common stock through employee equity incentive plans		1,911			—		25			—			—			25
Issuance of common stock from ESPP purchase		965			—		32,387			—			—			32,387
Shares withheld related to net share settlement of equity awards		(700	)		—		(27,496	)		—			—			(27,496	)
Repurchase and retirement of common stock		(1,276	)		—		(19,429	)		—			(30,354	)		(49,783	)
Stock-based compensation		—			—		82,818			—			—			82,818
Other comprehensive loss		—			—		—			(4,364	)		—			(4,364	)
Net income		—			—		—			—			72,087			72,087
Balance - April 30, 2026		266,525		$	7	$	4,219,337		$	(307	)	$	(4,944,650	)	$	(725,613	)

See the accompanying notes to condensed consolidated financial statements.

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NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months EndedJanuary 31,
	Nine Months EndedApril 30,
	2025			2026
	(in thousands)
Cash flows from operating activities:
Net income	$	86149,~~353~~716		$	~~165~~237,~~118~~205
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3654,~~427~~451			3653,~~422~~581
Stock-based compensation		~~182~~266,~~177~~419			~~180~~263,~~324~~142
Amortization of debt discount and issuance costs		12,~~185~~519			24,~~724~~085
Operating lease cost, net of accretion		1321,~~962~~355			1525,~~875~~497
Inducement expense from partial repurchase of the 2027 Notes		11,347			—
Other		(24,~~130~~690	)		(57,~~822~~935	)
Changes in operating assets and liabilities:
Accounts receivable, net		(7214,~~745~~084	)		(101,~~515~~506	)
Deferred commissions		2031,~~577~~339			74,~~792~~870
Prepaid expenses and other assets		(510,~~833~~589	)		(6892,~~206~~429	)
Accounts payable		~~(334~~3,774	)		173,~~182~~128
Accrued compensation and benefits		7(10,~~792~~528	)		(853,~~720~~410	)
Accrued expenses and other liabilities		(15,~~680~~601	)		(129,~~031~~324	)
Operating leases, net		(1523,~~754~~640	)		(1423,~~675~~812	)
Deferred revenue		~~122~~130,~~077~~139			88198,~~703~~583
Net cash provided by operating activities		~~383~~601,~~421~~927			~~394~~601,~~171~~675
Cash flows from investing activities:
Maturities of investments		~~162~~272,~~139~~846			~~431~~607,~~724~~475
Purchases of investments		(~~493~~941,~~156~~406	)		(~~472~~679,~~824~~600	)
Sales of investments		—2,011			2,~~000~~750
Purchases of property and equipment		(4459,~~438~~533	)		(2838,~~247~~570	)
Net cash used in investing activities		(~~375~~726,~~455~~082	)		(67107,~~347~~945	)
Cash flows from financing activities:
Proceeds from sales of shares through employee equity incentive plans		2968,~~300~~525			2961,~~035~~447
Taxes paid related to net share settlement of equity awards		(~~148~~212,~~194~~919	)		(~~137~~169,~~024~~402	)
Proceeds from the issuance of convertible notes, net of issuance costs		848,010			—
Payment of third-party debt issuance costs		(23,~~771~~448	)		—
Partial repurchase of the 2027 Notes		(95,453	)		—
Repurchases of common stock		(220,100	)		(383,098	)
Payment of revolver issuance costs		(2,794	)		—
Other financing activities, net		(1,945	)		(1,837	)
Repurchases of common stock		(257,859	)		(433,240	)
Net cash provided by (used in) financing activities		408,847			(492,924	)
Other financing activities, net		(2,943	)		(2,637	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	416,813		$	(166,100	)
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, cash equivalents and restricted cash—beginning of period		655,662			769,517
Cash, cash equivalents and restricted cash—end of period	$	1872,~~072,475~~626		$	~~603~~719,~~417~~415
Restricted cash (1)		~~314~~27			15603
Cash and cash equivalents—end of period	$	1872,~~072,161~~599		$	~~603~~718,~~402~~812
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	1925,~~283~~550			1925,~~813~~972
Supplemental disclosures of non-cash investing and financing information:
Purchases of property and equipment included in accounts payable and accrued and other liabilities	$	1,~~601~~186			46,~~285~~601
Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other liabilities	$	112,~~460~~554			61,~~554~~672

(1)

Included within prepaid expenses and other current assets and other assets—non-current in the condensed consolidated balance sheets.

See the accompanying notes to condensed consolidated financial statements.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

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, deploying enterprise AI workloads 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 enterprise AI workloads, 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 maintenance 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 and Significant Accounting Policies

The accompanying condensed 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") and are consistent in all material respects with those included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the Securities and Exchange Commission ("SEC") on September 24, 2025. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements are unaudited, but include all adjustments of a normal recurring nature necessary for a fair presentation of our quarterly results. The consolidated balance sheet as of July 31, 2025 is derived from audited financial statements; however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Use of Estimates

The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such management estimates and assumptions include, but are not limited to, the estimate of standalone 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

Concentration of revenue and accounts receivable — We sell our products primarily through our Partners and occasionally directly to end customers. For the three and ~~six~~nine months ended ~~January~~April 3130, 2025 and 2026, 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
	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,						July 31,2025			January 31,2026
	Three Months EndedApril 30,						Nine Months EndedApril 30,						July 31,2025			April 30,2026
Partners	2025			2026			2025			2026
Partner A		1517	%		1418	%		15	%		1517	%		1413	%		2116	%
Partner B	(1)			(1)			(1)			(1)			(1)				1513	%
Partner C		25	%		2322	%		26	%		23	%	(1)				1411	%
Partner D	(1)	14	%	(1)	17	%	(1)	14	%	(1)	17	%	(1)	13	%		1311	%
Partner E		1014	%	~~(1)~~	16	%		1115	%	~~(1)~~	15	%	~~(1)~~	14	%	~~(1)~~	10	%

(1)

Less than 10%

Summary of Significant Accounting Policies

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on September 24, 2025, that have had a material impact on our condensed consolidated financial statements.

Recently Issued and Not Yet Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 annual periods beginning after December 15, 2024, with early adoption permitted. This ~~new~~ ASU will be effective for us for our fiscal 2026 10-K. We do not expect this new standard to have a material impact on our disclosures.

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.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages and clarifies the threshold entities apply to begin capitalizing costs. This new ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. This ASU will be effective for us beginning in fiscal 2029. We are currently evaluating the impact this new standard will have on our condensed consolidated financial statements.

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 our 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:

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

Subscription

~~624~~609,~~418~~663

~~690~~664,~~531~~792

1,~~185~~794,~~114~~777

1,~~328~~993,~~371~~163

Professional services and other (1)

3029,~~303~~320

3238,~~294~~274

6089,~~563~~883

65103,~~030~~304

Total revenue

~~654~~638,~~721~~983

~~722~~703,~~825~~066

1,~~245~~884,~~677~~660

12,~~393~~096,~~401~~467

(1)

Prior to fiscal 2026, these amounts were presented as separate line items, Professional services and Other non-subscription product, as described below. Prior period amounts have been updated to conform to the current period presentation.

Subscription revenue — Subscription revenue includes any performance obligation which has a defined duration and is generated from the sales of software maintenance subscriptions, support subscriptions, subscription software licenses and cloud-based SaaS offerings.

•

Ratable — We recognize revenue from software maintenance subscriptions, support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software maintenance subscriptions and support subscriptions. These offerings represented approximately $~~286~~279.17 million and $~~560~~840.53 million of our subscription revenue for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively, and $~~320~~322.86 million and $~~628~~950.16 million of our subscription revenue for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively.

•

Upfront — We generally recognize revenue from our subscription software licenses upfront upon the transfer of control to the customer. For sales of our software purchased alongside a server from an OEM or other partner, revenue is typically recognized upon shipment of the server. For software sold separately from a server, revenue is typically recognized when the software is made available to the customer. These subscription software licenses represented approximately $~~338~~330.30 million and $~~624~~954.65 million of our subscription revenue for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively, and $~~369~~342.72 million and $~~700~~1,042.36 million of our subscription revenue for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively.

Professional services and other revenue — Includes Professional services revenue and Other non-subscription product revenue, as described below:

•

Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed. Professional services revenue was approximately $28.0 million and $5583.3 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively, and $3031.47 million and $5991.30 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

•

Other non-subscription product revenue — Includes Non-portable software revenue and Hardware revenue, which were immaterial for the periods presented.

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 standalone selling price ("SSP") basis. For deliverables that we routinely sell separately, such as software maintenance 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. Our customers are typically invoiced upfront, including invoices for multi-year subscriptions, with payment terms of 30-45 days. In certain approved non-standard circumstances, customers may be invoiced under alternative payment arrangements, including installment billings. Invoices issued under these arrangements generally have payment terms of 30-45 days. We assess credit losses on ~~accounts~~contract ~~receivable~~balances 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. 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. The balance of accounts receivable, net of allowance for credit losses, as of July 31, 2025 and ~~January~~April 3130, 2026 is presented in the accompanying condensed consolidated balance sheets.

In situations where the revenue recognized on a contract exceeds billings, and our right to consideration is conditional on something other than the passage of time, we record a contract asset. A contract asset becomes a receivable when invoiced, ~~upon~~at which point the right to consideration ~~becoming~~becomes unconditional. Our current contract asset, included in prepaid expenses and other current assets on the condensed consolidated balance sheets, was $6677.79 million as of ~~January~~April 3130, 2026. Our non-current contract assets, included in other assets—non-current on the condensed consolidated balance sheets, was $7082.78 million as of ~~January~~April 3130, 2026. Our current and non-current contract assets were not material as of July 31, 2025.

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 the condensed 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 the condensed 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 condensed 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 maintenance 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 condensed consolidated balance sheet date.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Significant changes in the balance of deferred revenue (contract liability) and deferred commissions (contract cost asset) for the periods presented are as follows:

	DeferredRevenue			DeferredCommissions
	(in thousands)
Balance as of July 31, 2025	$	2,112,754		$	342,293
Additions		728,816			45,653
Revenue/commissions recognized		(670,576	)		(61,049	)
Balance as of October 31, 2025		2,170,994			326,897
Additions		748,929			66,827
Revenue/commissions recognized		(722,825	)		(59,223	)
Balance as of January 31, 2026	$	2,197,098		$	334,501
Additions		812,946			60,295
Revenue/commissions recognized		(703,066	)		(57,374	)
Balance as of April 30, 2026	$	2,306,978		$	337,422

During the three and ~~six~~nine months ended ~~January~~April 3130, 2025, we recognized revenue of approximately $~~277~~278.35 million and $~~509~~697.43 million pertaining to amounts deferred as of ~~October~~January 31, ~~2024~~2025 and July 31, 2024, respectively. During the three and ~~six~~nine months ended ~~January~~April 3130, 2026, we recognized revenue of approximately $~~323~~322.51 million and $~~585~~814.39 million pertaining to amounts deferred as of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, respectively.

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, 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. As of ~~January~~April 3130, 2025, we had approximately $2,~~336~~426.17 million of remaining performance obligations, of which we expected to recognize approximately 5249% within 12 months, approximately 38% over the subsequent 13- to 36-month period, and the remainder thereafter. As of ~~January~~April 3130, 2026, we had approximately $23,~~896~~077.98 million of remaining performance obligations, of which we expect to recognize approximately 5049% within 12 months, approximately 3839% over the subsequent 13- to 36-month period, and the remainder thereafter.

NOTE 3. FAIR VALUE MEASUREMENTS

The fair value of our financial assets measured on a recurring basis is as follows:


	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

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	As of January 31, 2026
	As of April 30, 2026
	Level I		Level II		Level III		Total
	(in thousands)
Financial Assets, Current:
Cash equivalents:
Money market funds	$	~~196~~351,~~766~~889	$	—	$	—	$	~~196~~351,~~766~~889
U.S. Government securities		—		3,486		—		3,486
Commercial paper		—		2,593		—		2,593
Commercial paper		—		19,968		—		19,968
Short-term investments:
Corporate bonds		—		~~700~~743,~~065~~537		—		~~700~~743,~~065~~537
Commercial paper		—		8050,~~339~~389		—		8050,~~339~~389
U.S. Government securities		—		~~490~~505,~~243~~165		—		~~490~~505,~~243~~165
Total measured at fair value	$	~~196~~351,~~766~~889	$	1,~~294~~301,~~101~~684	$	—	$	1,~~490~~653,~~867~~573
Cash								~~383~~364,~~182~~330
Total cash, cash equivalents and short-term investments							$	12,~~874~~017,~~049~~903
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 0.25% convertible senior notes due 2027 (the "2027 Notes") and the 0.50% convertible senior notes due 2029 (the "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, 2025				As of ~~January~~April 3130, 2026
	CarryingValue		EstimatedFairValue		CarryingValue		EstimatedFairValue
	(in thousands)
2027 Notes	$	497,059	$	695,295	$	~~497~~498,~~734~~072	$	~~517~~527,~~595~~090
2029 Notes		846,759		976,652		~~848~~849,~~526~~412		~~787~~800,~~057~~564
Total	$	1,343,818	$	1,671,947	$	1,~~346~~347,~~260~~484	$	1,~~304~~327,~~652~~654

The carrying value of the 2027 Notes as of July 31, 2025 and ~~January~~April 3130, 2026 was net of unamortized debt issuance costs of $2.9 million and $21.39 million, respectively.

The carrying value of the 2029 Notes as of July 31, 2025 and ~~January~~April 3130, 2026 was net of unamortized debt issuance costs of $15.7 million and $1413.01 million, respectively.

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.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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, 2025 and ~~January~~April 3130, 2026, 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, 2025 and ~~January~~April 3130, 2026, we did not 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 ofJanuary 31, 2026
	As ofApril 30, 2026
	(in thousands)
Due within one year	$	~~618~~697,~~459~~949
Due in one to three years		~~652~~601,~~188~~142
Total	$	1,~~270~~299,~~647~~091

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following:

	As of
	July 31,2025		~~January~~April 3130,2026
	(in thousands)
Prepaid operating expenses	$	56,762	$	6265,~~878~~554
VAT receivables		10,316		9,~~229~~878
Other current assets		38,313		~~111~~120,~~900~~237
Total prepaid expenses and other current assets	$	105,391	$	~~184~~195,~~007~~669

The increase in other current assets from July 31, 2025 to ~~January~~April 3130, 2026 was due primarily to the addition of $6677.79 million of current contract assets related to revenue contracts where revenue recognized exceeds billings. For additional details on contract assets, refer to Note 2.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Property and Equipment, Net

Property and equipment, net consists of the following:

		As of
	EstimatedUseful Life	July 31,2025			~~January~~April 3130,2026
	(in months)	(in thousands)
Computer, production, engineering and other equipment	36	$	435,564		$	~~437~~436,~~813~~459
Demonstration units	12		59,475			5753,~~714~~281
Leasehold improvements	(1)		71,520			7980,~~342~~741
Software	(2)		29,152			28,808
Furniture and fixtures	60		15,542			16,~~052~~302
Total property and equipment, gross			611,253			~~619~~615,~~729~~591
Less: accumulated depreciation			(468,439	)		(488,~~052~~275	)
Total property and equipment, net		$	142,814		$	~~131~~127,~~677~~316

(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 approximately $16.4 million and $3249.82 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively, and $1716.03 million and $3450.35 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively.

Goodwill and Intangible Assets, Net

There was no change in the carrying value of goodwill during the ~~six~~nine months ended ~~January~~April 3130, 2026.

Intangible assets, net consists of the following:

	As of
	July 31,2025			~~January~~April 3130,2026
	(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		(78,989	)		(79,~~192~~297	)
Accumulated amortization of customer relationships		(9,464	)		(9,~~649~~738	)
Accumulated amortization of trade name		(4,200	)		(4,200	)
Total accumulated amortization		(92,653	)		(93,~~041~~235	)
Total intangible assets, net	$	2,615		$	2,~~227~~033

Amortization expense related to our intangible assets is recognized in the condensed consolidated statements of operations within product cost of revenue for developed technology and sales and marketing expense for customer relationships and trade name.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The estimated future amortization expense of our intangible assets is as follows:

Fiscal Year Ending July 31:	Amount
	(in thousands)
2026 (remaining six months)	$	391
2026 (remaining three months)	$	197
2027		777
2028		353
2029		353
2030		353
Total	$	2,~~227~~033

Accrued Compensation and Benefits

Accrued compensation and benefits consists of the following:

	As of
	July 31,2025		~~January~~April 3130,2026
	(in thousands)
Contributions to ESPP withheld	$	26,325	$	40,718
Accrued vacation	$	31,062	$	36,022
Accrued vacation		31,062		34,012
Accrued bonus		37,654		24,950
Accrued commissions and taxes		51,036		31,210
Accrued benefits		17,976		24,398
Payroll taxes payable		31,366		2622,~~628~~301
Accrued benefits		17,976		24,111
Accrued commissions and taxes		51,036		20,763
Accrued wages and taxes		18,846		219,~~691~~973
Accrued bonus		37,654		16,070
Contributions to ESPP withheld		26,325		9,263
Other		16,233		2017,~~469~~666
Total accrued compensation and benefits	$	230,498	$	~~214~~165,~~909~~336

NOTE 5. DEBT

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 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 the condensed consolidated statement of operations.

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 the condensed 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.

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(Unaudited)

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;

(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.

The 2027 Notes consisted of the following:

	As of
	July 31,2025			~~January~~April 3130,2026
	(in thousands)
Principal amounts:
Principal	$	500,000		$	500,000
Unamortized debt issuance costs (1)		(2,941	)		(21,~~266~~928	)
Net carrying amount	$	497,059		$	~~497~~498,~~734~~072

(1)

Included in the condensed 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 ~~January~~April 3130, 2026, the remaining life of the 2027 Notes was approximately 1.74 years.

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The following table sets forth the total interest expense recognized related to the 2027 Notes:

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2025		2026		2025		2026
	(in thousands)
Contractual interest expense	$	~~336~~313	$	~~312~~313	$	~~695~~1,008	$	~~625~~938
Interest expense related to amortization of debt issuance costs		~~361~~336		338		~~747~~1,083		~~675~~1,013
Total interest expense	$	~~697~~649	$	~~650~~651	$	12,~~442~~091	$	1,~~300~~951

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.

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.

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(Unaudited)

The 2029 Notes consisted of the following:

	As of
	July 31,2025			~~January~~April 3130,2026
	(in thousands)
Principal amounts:
Principal	$	862,500		$	862,500
Unamortized debt issuance costs (1)		(15,741	)		(13,~~974~~088	)
Net carrying amount	$	846,759		$	~~848~~849,~~526~~412

(1)

Included in the condensed 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 ~~January~~April 3130, 2026, the remaining life of the 2029 Notes was approximately 3.96 years.

The following table sets forth the total interest expense recognized related to the 2029 Notes:

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

Contractual interest expense

~~539~~1,078

1,~~078~~089

~~539~~1,617

23,~~156~~245

Interest expense related to amortization of debt issuance costs

~~438~~878

~~884~~887

~~438~~1,316

12,~~766~~653

Total interest expense

~~977~~1,956

1,~~962~~976

~~977~~2,933

35,~~922~~898

Revolving Credit Agreement

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 acquisition (as defined in the Revolver). As of ~~January~~April 3130, 2026, we were in compliance with the financial covenant associated with the Revolver.

As of ~~January~~April 3130, 2026, 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 ~~seven~~nine 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.

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(Unaudited)

Total operating lease cost was approximately $9.16 million and $1827.16 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively, and $1012.5 million and $2033.83 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, 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 immaterial for the three and ~~six~~nine months ended ~~January~~April 3130, 2025 and 2026.

In February 2026, we executed an agreement to reduce the term of a lease for a data center facility. The agreement was accounted for as a lease modification under ASC 842. Accordingly, the lease liability was remeasured resulting in a $15.2 million reduction to both the lease liability and right-of-use asset.

Supplemental balance sheet information related to our leases is as follows:

	As of
	July 31,2025			~~January~~April 3130,2026
	(in thousands)
Operating leases:
Operating lease right-of-use assets, gross	$	217,060		$	~~274~~267,~~111~~926
Accumulated amortization		(82,534	)		(8392,~~043~~665	)
Operating lease right-of-use assets, net	$	134,526		$	~~191~~175,~~068~~261
Operating lease liabilities—current	$	23,234		$	3337,~~059~~346
Operating lease liabilities—non-current		115,754			~~163~~144,~~671~~063
Total operating lease liabilities	$	138,988		$	~~196~~181,~~730~~409
Weighted average remaining lease term (in years):		4.5			4.87
Weighted average discount rate:		6.3	%		6.3	%

	As of
	July 31,2025			~~January~~April 3130,2026
	(in thousands)
Finance leases:
Finance lease right-of-use assets, gross (1)	$	18,288		$	1613,~~569~~054
Accumulated amortization (1)		(12,805	)		(1210,~~842~~029	)
Finance lease right-of-use assets, net (1)	$	5,483		$	3,~~727~~025
Finance lease liabilities—current (2)	$	3,301		$	2,~~429~~056
Finance lease liabilities—non-current (3)		2,734			1,~~722~~339
Total finance lease liabilities	$	6,035		$	43,~~151~~395
Weighted average remaining lease term (in years):		2.0			1.87
Weighted average discount rate:		7.1	%		7.34	%

(1)

Included in the condensed consolidated balance sheets within property and equipment, net.

(2)

Included in the condensed consolidated balance sheets within accrued expenses and other current liabilities.

(3)

Included in the condensed consolidated balance sheets within other liabilities—non-current.

Supplemental cash flow and other information related to our leases is as follows:

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	2025		2026		2025		2026
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9,619	$	8,816	$	19,643	$	17,668
Operating cash flows from finance leases	$	164	$	85	$	345	$	186
Financing cash flows from finance leases	$	981	$	891	$	1,945	$	1,837
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	496	$	67,784	$	16,893	$	72,417

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(Unaudited)

~~The~~Supplemental ~~undiscounted~~ cash ~~flows~~flow ~~for~~and ~~our~~other ~~lease~~information ~~liabilities~~related asto ofour ~~January~~leases ~~31,~~is ~~2026 were~~ as follows:

Fiscal Year Ending July 31:	Operating Leases			Finance Leases			Total
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	(in thousands)
	2025			2026			2025			2026
2026 (remaining six months)	$	19,587		$	1,547		$	21,134
	(in thousands)
2027		50,998			1,908			52,906
Cash paid for amounts included in the measurement of lease liabilities:
2028		50,546			961			51,507
Operating cash flows from operating leases	$	8,097		$	11,526		$	27,740		$	29,194
2029		47,795			43			47,838
Operating cash flows from finance leases	$	147		$	71		$	492		$	257
2030		37,495			—			37,495
Financing cash flows from finance leases	$	998		$	800		$	2,943		$	2,638
Thereafter		23,424			—			23,424
Lease liabilities arising from obtaining right-of-use assets:
Total lease payments		229,845			4,459			234,304
Operating leases	$	37,542		$	(6,185	)	$	54,435		$	66,232
Less: imputed interest		(33,115	)		(308	)		(33,423	)
Total lease obligation		196,730			4,151			200,881
Less: current lease obligations		(33,059	)		(2,429	)		(35,488	)
Long-term lease obligations	$	163,671		$	1,722		$	165,393

AsThe ofundiscounted ~~January~~cash ~~31,~~flows ~~2026,~~for weour ~~had additional operating~~ lease ~~commitments~~liabilities as of ~~approximately~~April ~~$2.8~~30, ~~million on an undiscounted basis for certain leases that have not yet commenced. These operating leases will commence during fiscal~~ 2026, ~~with~~were ~~lease~~as ~~terms of approximately four years.~~follows:


Fiscal Year Ending July 31:	Operating Leases			Finance Leases			Total
	(in thousands)
2026 (remaining three months)	$	9,767		$	720		$	10,487
2027		49,350			1,908			51,258
2028		46,533			961			47,494
2029		44,255			42			44,297
2030		34,031			—			34,031
Thereafter		27,255			—			27,255
Total lease payments		211,191			3,631			214,822
Less: imputed interest		(29,782	)		(236	)		(30,018	)
Total lease obligation		181,409			3,395			184,804
Less: current lease obligations		(37,346	)		(2,056	)		(39,402	)
Long-term lease obligations	$	144,063		$	1,339		$	145,402

As of April 30, 2026, we did not have any additional operating lease commitments for leases that have not yet commenced.

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 ~~January~~April 3130, 2026, we had approximately $~~114~~94.03 million of non-cancelable purchase obligations and other commitments pertaining to our daily business operations, and approximately $38106.80 million in the form of guarantees to certain of our contract manufacturers.

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 subject to various lawsuits, claims, investigations and proceedings that arise in the ordinary course of business.

The U.S. Department of Justice (the "DOJ") has been investigating U.S. federal government IT purchases, including historical conduct by a former employee involving one of our federal customers. After the former employee left our company, we learned that he was charged and pleaded guilty to conspiracy to defraud the United States and wire fraud related to a 2019 procurement that allegedly resulted in a loss to the government. With outside counsel’s assistance, we commenced an internal investigation into the former employee’s and some third-party partners’ activities on procurement opportunities with this customer in several prior fiscal years and identified some historical conduct that appears inconsistent with our Code of Business Conduct and Ethics and related policies. We have been cooperating fully with the DOJ, including responding to a grand jury subpoena. Our internal investigation is ongoing, and we cannot predict the outcome or reasonably estimate any potential loss at this time. At this time, we do not expect this matter to have a material adverse effect on our condensed consolidated results of operations, financial position, or liquidity.

NOTE 8. STOCKHOLDERS’ EQUITY

We have one class of outstanding common stock consisting of Class A common stock. As of January 31, 2026, we had 1.0 billion shares of Class A common stock authorized, with a par value of $0.000025 per share. As of January 31, 2026, we had approximately 265.6 million shares of Class A common stock issued and outstanding. As of January 31, 2026, 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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(Unaudited)

Legal Proceedings

On March 17, 2026, Tessell, Inc. and related parties filed a complaint against us and certain current and former officers in the U.S. District Court for the Northern District of California. The complaint asserts claims, including defamation and trade libel, arising from certain public statements made by us in connection with an ongoing intellectual property dispute between the parties, including a press release issued by us in March 2024, and seeks unspecified damages and equitable relief. In May 2026, the court granted the parties' stipulation and ordered that this action be stayed pending the resolution of an arbitration proceeding between the parties concerning intellectual property and related contractual claims arising from the same dispute. We intend to defend the matter vigorously if and when the stay is lifted. At this time, we are unable to predict the ultimate outcome of the lawsuit or estimate the amount or range of any potential loss, if any.

We are not currently a party to any other legal proceedings that we believe to be material to our business or financial condition. From time to time, we may become subject to various lawsuits, claims, investigations and proceedings 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 April 30, 2026, we had 1.0 billion shares of Class A common stock authorized, with a par value of $0.000025 per share. As of April 30, 2026, we had approximately 266.5 million shares of Class A common stock issued and outstanding. As of April 30, 2026, 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.

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 and April 2026, our Board of Directors approved aincreases of $350.0 million ~~increase~~and $750.0 million, respectively, to the share repurchase authorization. Repurchases may be made from time to time through open market purchases, 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 three and ~~six~~nine months ended ~~January~~April 3130, 2026, we repurchased approximately 61.43 million and 78.14 million shares, respectively, of Class A common stock in open market transactions at a weighted average price of $5139.8218 and $5351.7251 per share, respectively, for an aggregate purchase price of approximately $~~332~~50.50 million and $~~382~~432.5 million, respectively, under this share repurchase program, including shares repurchased under the accelerated share repurchase agreement, discussed below. As of ~~January~~April 3130, 2026, approximately $78778.9 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.

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 approximately 5.0 million shares, representing 80% of the value of the $300.0 million. The ASR program was settled in January 2026, shortly after which Bank of America delivered an additional 0.9 million 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 5.0 million shares. The shares repurchased under the ASR were funded with cash on hand under our existing share repurchase program. We accounted for the ASR as an equity transaction, and at the time of receipt, the shares were included in treasury stock at fair market value as of the corresponding trade date. We reflected the shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

NOTE 9. EQUITY INCENTIVE PLANS

Stock Plans

We have one active equity incentive plan, the Amended and Restated 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 initially 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 restricted stock units ("RSUs"), or until those stock awards become vested or expired by their terms. In December 2025, our stockholders approved the amendment and restatement of the 2016 Plan to, among other things, extend the term of the plan, establish a new fixed maximum aggregate share reserve of 19,500,000 shares, and eliminate the annual evergreen feature that automatically increased the share reserve each year.

Under the 2016 Plan, we may grant incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to employees, directors and consultants. As of January 31, 2026, we had reserved approximately 31.1 million shares for the issuance of equity awards under the Stock Plans, of which approximately 15.6 million shares were still available for grant.

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(Unaudited)

NOTE 9. EQUITY INCENTIVE PLANS

Stock Plans

Under the 2016 Plan, we may grant incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to employees, directors and consultants. As of April 30, 2026, we had reserved approximately 29.2 million shares for the issuance of equity awards under the Stock Plans, of which approximately 15.4 million shares were still available for grant.

Restricted Stock Units

RSUs settle into shares of Class A common stock upon vesting. We fund withholding taxes due on the vesting of employee RSUs by net share settlement. The payment of the withheld taxes to the tax authorities is reflected as a financing activity within the condensed 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.

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.

In September 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.4 million MSUs to certain of our executives. These MSUs have a weighted average grant date fair value of approximately $92.22 per unit 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 3.0 years, subject to continuous service on each vesting date. Additional MSUs have been granted with similar terms but were not material.

In November 2025, the Compensation Committee of our Board of Directors approved the grant of approximately 0.5 million MSUs to certain of our executives. These MSUs have a weighted average grant date fair value of approximately $124.96 per unit 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 2.8 years, subject to continuous service on each vesting date.

Below is a summary of RSU activity and PRSU and MSU (collectively, "PSU") activity under the Stock Plans:

	RSUs					PSUs
	Number ofShares			Weighted AverageGrant Date Fair Value per Share		Number ofShares			Weighted AverageGrant Date Fair Value per Share
	(in thousands)					(in thousands)
Outstanding at July 31, 2025		14,431		$	38.46		1,813		$	62.63
Granted (1)		4,325		$	71.07		669		$	100.88
Released (1)		(4,156	)	$	34.27		(931	)	$	44.75
Forfeited		(649	)	$	39.93		(8	)	$	96.22
Outstanding at January 31, 2026		13,951		$	49.75		1,543		$	89.82

For PSUs, includes additional shares granted upon vesting due to achievement over 100%.

Stock Options

We did not grant any stock options during the six months ended January 31, 2026. Option exercises during the six months ended January 31, 2026 were not material. As of January 31, 2026, the remaining outstanding stock options were not material.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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, 2025		14,431		$	38.46		1,813		$	62.63
Granted (1)		4,810		$	67.83		694		$	99.27
Released (1)		(6,066	)	$	34.96		(931	)	$	44.75
Forfeited		(950	)	$	43.13		(15	)	$	102.13
Outstanding at April 30, 2026		12,225		$	51.39		1,561		$	89.20

(1)

For PSUs, includes additional shares granted upon vesting due to achievement over 100%.

Stock Options

We did not grant any stock options during the nine months ended April 30, 2026. Option exercises during the nine months ended April 30, 2026 were not material. As of April 30, 2026, the remaining outstanding stock options were not material.

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.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 ~~six~~nine months ended ~~January~~April 3130, 2026, approximately 01.65 million shares of common stock were purchased under the 2016 ESPP for an aggregate amount of approximately $2961.04 million. As of ~~January~~April 3130, 2026, approximately 87.67 million shares were available for future issuance under the 2016 ESPP.

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:

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2025			2026
Expected term (in years)		0.7172			0.7181
Risk-free interest rate		4.9	%		43.09	%
Volatility		46.42	%		47.29	%
Dividend yield		—	%		—	%

Stock-Based Compensation

Total stock-based compensation expense recognized in the condensed consolidated statements of operations is as follows:

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

Cost of revenue:

Product

~~812~~401

~~427~~364

2,~~024~~425

~~786~~1,150

Support, maintenance and other services

76,~~325~~623

85,~~167~~710

1420,~~145~~768

1420,~~422~~132

Sales and marketing

2119,~~397~~513

2219,~~754~~556

4261,~~045~~558

4060,~~514~~070

Research and development

4642,~~765~~162

5144,~~105~~757

90132,~~327~~489

90135,~~606~~363

General and administrative

1715,~~129~~543

2012,~~111~~431

3349,~~636~~179

3346,~~996~~427

Total stock-based compensation expense

9384,~~428~~242

~~102~~82,~~564~~818

~~182~~266,~~177~~419

~~180~~263,~~324~~142

As of ~~January~~April 3130, 2026, unrecognized stock-based compensation expense related to outstanding stock awards was approximately $~~744~~684.02 million and is expected to be recognized over a weighted average period of approximately 2.21 years.

29NOTE 10. INCOME TAXES

The income tax provisions of $1.2 million and $16.8 million for the three and nine months ended April 30, 2025, respectively, primarily consisted of foreign taxes on our international operations and U.S. federal and state income taxes, partially offset by the tax benefits recognized related to the release of certain uncertain tax positions as a result of the expiration of the statute of limitations. The income tax provision of $9.2 million for the three months ended April 30, 2026 primarily consisted of foreign taxes on our international operations and U.S. federal and state income taxes. The income tax provision of $7.2 million for the nine months ended April 30, 2026 primarily consisted of foreign taxes on our international operations and U.S. federal and state income taxes, partially offset by the tax benefits recognized related to the release of certain uncertain tax positions as a result of the expiration of the statute of limitations.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~NOTE~~We 10continue to maintain a full valuation allowance against our U.S. ~~INCOME~~federal ~~TAXES~~and state deferred tax assets as of April 30, 2026. We will continue to maintain a full valuation allowance on our U.S. net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given our recent history of profitable operating results and current and anticipated future earnings, we believe that if current trends persist, there is a reasonable possibility that over the next several quarters, sufficient positive evidence may become available to allow us to reach the conclusion that a significant portion of the valuation allowance will no longer be needed. The release of all, or a portion of, the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to significant judgment and our analysis of positive and negative factors.

The income tax provisions of $8.7 million and $15.6 million for the three and six months ended January 31, 2025, respectively, primarily consisted of foreign taxes on our international operations and U.S. federal and state income taxes. The income tax benefits of $5.5 million and $2.0 million for the three and six months ended January 31, 2026, respectively, primarily consisted of the tax benefits recognized related to the release of certain uncertain tax positions as a result of the expiration of the statute of limitations, partially offset by foreign taxes on our international operations and U.S. federal and state income taxes.

We continue to maintain a full valuation allowance against our U.S. federal and state deferred tax assets as of January 31, 2026. We will continue to maintain a full valuation allowance on our U.S. net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given our recent history of profitable operating results and current and anticipated future earnings, we believe that if current trends persist, there is a reasonable possibility that over the next several quarters, sufficient positive evidence may become available to allow us to reach the conclusion that a significant portion of the valuation allowance will no longer be needed. The release of all, or a portion of, the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to significant judgment and our analysis of positive and negative factors.

NOTE 11. NET INCOME PER SHARE

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income 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.

The computation of basic and diluted net income per share attributable to common stockholders is as follows:

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2025		2026		2025		2026
	(in thousands, except per share data)
Numerator:
Net income	$	5663,~~427~~363	$	~~103~~72,~~022~~087	$	86149,~~353~~716	$	~~165~~237,~~118~~205
Add: Interest expense related to convertible senior notes, net of tax		~~691~~1,099		1,~~098~~108		~~975~~2,074		23,~~197~~305
Diluted net income	$	5764,~~118~~462	$	~~104~~73,~~120~~195	$	87151,~~328~~790	$	~~167~~240,~~315~~510
Denominator:
Weighted average shares, basic		267,~~138~~566		~~268~~265,~~282~~950		~~266~~267,~~842~~081		~~269~~268,~~077~~058
Add: Dilutive effect of common stock equivalents		2629,~~213~~238		2321,~~628~~531		2425,~~244~~861		2523,~~137~~934
Weighted average shares, diluted		~~293~~296,~~351~~804		~~291~~287,~~910~~481		~~291~~292,~~086~~942		~~294~~291,~~214~~992
Net income per share attributable to Class A common stockholders, basic	$	0.2124	$	0.3827	$	0.3256	$	0.6188
Net income per share attributable to Class A common stockholders, diluted	$	0.1922	$	0.3625	$	0.3052	$	0.5782

30The following shares of common stock were excluded from the computation of diluted net income per share for the periods presented, as their effect would have been antidilutive:


	Nine Months Ended April 30,
	2025		2026
	(in thousands)
Outstanding stock options, RSUs and PSUs		1,069		5,605
Employee stock purchase plan		86		181
Total		1,155		5,786

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.

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following shares of common stock were excluded from the computation of diluted net income per share for the periods presented, as their effect would have been antidilutive:

	Six Months EndedJanuary 31,
	2025		2026
	(in thousands)
Outstanding stock options, RSUs and PSUs		1,481		4,045
Employee stock purchase plan		129		73
Total		1,610		4,118

NOTE 12. 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 condensed 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 condensed consolidated statements of operations and related notes to condensed consolidated financial statements. There is no expense or asset information that is supplemental to the information disclosed in these condensed consolidated financial statements.

The following table sets forth revenue by geographic location based on bill-to location:

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

United States

~~367~~346,~~275~~102

~~365~~377,~~045~~046

~~700~~1,~~003~~046,105

~~751~~1,~~018~~128,064

Europe, the Middle East and Africa

~~181~~172,~~348~~415

~~232~~201,~~707~~115

~~332~~504,~~539~~954

~~406~~607,~~487~~602

Asia Pacific

92106,~~205~~902

~~108~~103,~~973~~278

~~188~~294,~~024~~926

~~199~~302,~~058~~336

Other Americas

13,~~893~~564

1621,~~100~~627

2538,~~111~~675

3658,~~838~~465

Total revenue

~~654~~638,~~721~~983

~~722~~703,~~825~~066

1,~~245~~884,~~677~~660

12,~~393~~096,~~401~~467

For the three and ~~six~~nine months ended ~~January~~April 3130, 2025 and 2026, 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 31,2025		~~January~~April 3130,2026
	(in thousands)
United States	$	108,921	$	9289,~~180~~545
International		33,893		3937,~~497~~771
Total long-lived assets	$	142,814	$	~~131~~127,~~677~~316

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NUTANIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 13. SUBSEQUENT EVENT

On ~~February~~May 234, 2026, we ~~entered~~completed ~~into~~the aissuance ~~stock purchase agreement pursuant to which we agreed to issue~~ and ~~sell~~sale of 4.1,136,789 ~~million~~ shares of our Class A common stock to Advanced Micro Devices, Inc. at a purchase price of $36.26 per share, ~~representing~~for an aggregate ~~purchase price in~~ cash proceeds of approximately $150.0 million. The ~~closing of the~~ issuance and sale ~~remains~~of ~~subject~~these shares were completed pursuant to ~~customary~~a ~~closing~~Stock ~~conditions~~Purchase Agreement dated February 23, 2026. The shares were issued in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and notes thereto and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed on September 24, 2025. The last day of our fiscal year is July 31. Our fiscal quarters end on October 31, January 31, April 30 and July 31. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth 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 and in Part II, Item 1A of this Quarterly Report on Form 10-Q. See also "Special Note Regarding Forward-Looking Statements" above.

Overview

Nutanix, Inc. ("we," "us," "our," or "Nutanix") is a hybrid multicloud computing leader, offering organizations a unified software platform for running applications, deploying enterprise AI workloads 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 enterprise AI workloads, and managing data in core data centers, at the edge, and in public clouds, while supporting customer choice across server platforms, storage options, public and managed clouds, and container and virtualization platforms. The Nutanix Cloud Platform supports a wide variety of workloads with varied compute, storage, and network requirements, including business-critical applications, data platforms (including SQL, NoSQL, and vector databases and business intelligence applications), enterprise AI workloads (including machine learning, generative AI, and agentic AI), general-purpose workloads (including system infrastructure, networking, and security), end-user computing and virtual desktop infrastructure services, and cloud native applications (including modern, containerized applications).

We originally pioneered hyperconverged infrastructure ("HCI") to break down legacy silos by merging compute, storage and networking into a single software-defined data center platform. We continued to innovate and developed Nutanix AHV, our native hypervisor that offers enterprise-grade virtualization and built-in Kubernetes support. To provide our customers with more choice, we further engineered our software solutions to run on a variety of server platforms and with a variety of external storage providers, decoupling our software from the underlying hardware and powering a variety of hybrid multi cloud deployments, as part of our previously-completed transition from a hardware company to a software company. Most recently, we have extended our software platform support to include external storage from qualified partners. To provide our customers with the flexibility to choose their preferred license levels and durations based on their specific business needs, we reshaped our licensing by completing a transition to a subscription-based business model. In addition to enabling enterprise AI and simplifying hybrid multicloud deployments, we have a further long-term vision to enable developers to build modern container-based applications once and run them anywhere through Project Beacon, our multi-year effort to provide consistent Kubernetes platform management and data-centric platform services across clouds.

Our business is organized into a single operating and reportable segment. We operate a subscription-based business model, meaning one in which our products, including associated support and maintenance arrangements, are sold with a defined duration.

Our platform typically includes one or more years of support and maintenance, which provides customers with the right to software upgrades and enhancements as well as technical support. Purchases of term-based licenses and software-as-a-service ("SaaS") subscriptions have support and maintenance included within the subscription fees and are not sold separately. Purchases of non-portable software are typically accompanied by the purchase of separate support and maintenance.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

We had a broad and diverse base of over 3031,000 end customers as of ~~January~~April 3130, 2026. We define the number of end customers as the number of end customers for which we have received an order by the last day of the period, excluding partners to which we have sold products for their own demonstration purposes. A single organization or customer may represent multiple end customers for separate divisions, segments or subsidiaries, and the total number of end customers may contract due to mergers, acquisitions, or other consolidation among existing end customers.

Our solutions are primarily sold through our channel partners or original equipment manufacturers ("OEMs") and delivered directly to our end customers. We have end customers across a broad range of industries, such as automotive, consumer goods, education, energy, financial services, healthcare, manufacturing, media, public sector, retail, technology, and telecommunications. We also sell to service providers, who utilize our platform to provide a variety of cloud-based services to their customers.

We plan to continue investing in initiatives that support the long-term growth of our business, including the development of our solutions and sales and marketing efforts aimed at capitalizing on market opportunities. Simultaneously, we are focused on improving our operating cash flow through operational efficiencies, including in our go-to-market functions. By maintaining this balance, we believe we can sustain profitable growth.

Key Financial and Performance Metrics

We monitor the following key financial and performance metrics:

	As of and for the
	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2025			2026			2025			2026
	(in thousands, except percentages and end customer count)
Total revenue	$	~~654~~638,~~721~~983		$	~~722~~703,~~825~~066		$	1,~~245~~884,~~677~~660		$	12,~~393~~096,~~401~~467
Year-over-year percentage increase		1622	%		10	%		1618	%		1211	%
Annual recurring revenue ("ARR") (1)	$	2,~~027~~119,~~337~~028		$	2,~~355~~434,~~623~~939		$	2,~~027~~119,~~337~~028		$	2,~~355~~434,~~623~~939
Gross profit	$	~~569~~555,~~433~~992		$	~~631~~610,~~552~~787		$	1,~~077~~633,~~719~~711		$	1,~~214~~825,~~658~~445
Non-GAAP gross profit	$	~~578~~563,~~337~~562		$	~~640~~616,~~252~~967		$	1,~~095~~658,~~422~~984		$	1,~~230~~847,~~078~~045
Gross margin		87.0	%		8786.49	%		86.57	%		87.21	%
Non-GAAP gross margin		88.32	%		8887.68	%		8788.90	%		88.31	%
Operating expenses	$	~~503~~507,~~995~~347		$	~~547~~540,~~415~~278		$	~~985~~1,~~031~~492,378		$	1,~~081~~621,~~186~~464
Non-GAAP operating expenses	$	~~417~~426,~~048~~495		$	~~451~~460,~~214~~498		$	~~815~~1,~~912~~242,407		$	~~909~~1,~~191~~369,689
Operating income	$	6548,~~438~~645		$	8470,~~137~~509		$	92141,~~688~~333		$	~~133~~203,~~472~~981
Non-GAAP operating income	$	~~161~~137,~~289~~067		$	~~189~~156,~~038~~469		$	~~279~~416,~~510~~577		$	~~320~~477,~~887~~356
Operating margin		107.06	%		1110.60	%		7.45	%		9.67	%
Non-GAAP operating margin		2421.65	%		2622.23	%		22.41	%		2322.08	%
Net cash provided by operating activities	$	~~221~~218,~~670~~506		$	~~197~~207,~~346~~504		$	~~383~~601,~~421~~927		$	~~394~~601,~~171~~675
Free cash flow	$	~~187~~203,~~063~~411		$	~~191~~197,~~418~~181		$	~~338~~542,~~983~~394		$	~~365~~563,~~924~~105
Total end customers (2)		2728,~~870~~490			3031,~~980~~710			2728,~~870~~490			3031,~~980~~710

(1)

Beginning with the first quarter of fiscal 2026, our methodology for calculating ARR was updated to align more closely with the timing of when licenses are made available to customers. For comparability purposes, ARR for all prior periods have been adjusted to conform to the updated methodology.

(2)

The total end customer count reflects standard adjustments/consolidation to certain customer accounts within our system of record and is rounded to the nearest 10.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Disaggregation of Revenue

The following table depicts the disaggregation of revenue by type, consistent with how we evaluate our financial performance:

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

Disaggregation of revenue:

Subscription revenue

~~624~~609,~~418~~663

~~690~~664,~~531~~792

1,~~185~~794,~~114~~777

1,~~328~~993,~~371~~163

Professional services and other revenue (1)

3029,~~303~~320

3238,~~294~~274

6089,~~563~~883

65103,~~030~~304

Total revenue

~~654~~638,~~721~~983

~~722~~703,~~825~~066

1,~~245~~884,~~677~~660

12,~~393~~096,~~401~~467

(1)

•

Professional services and other revenue — Includes Professional services revenue and Other non-subscription product revenue, as described below:

•

Other non-subscription product revenue — Includes Non-portable software revenue and Hardware revenue, which were immaterial for the periods presented.

Non-GAAP Financial Measures and Key Performance Measures

In addition to GAAP metrics, we regularly monitor ARR, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, free cash flow, and total end customers, which are non-GAAP financial measures and key performance measures, to help us evaluate our growth and operational efficiencies, measure our performance, identify trends in our sales activity and establish our budgets. We evaluate these measures because they:

•

are used by management and our Board of Directors to understand and evaluate our performance and trends, as well as to provide a useful measure for period-to-period comparisons of our core business, particularly as we operate a subscription-based business model;

•

are widely used as a measure of financial performance to understand and evaluate companies in our industry; and

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

•

are used by management to prepare and approve our annual budget and to develop short-term and long-term operational and compensation plans, as well as to assess our actual performance against our goals.

ARR is a performance measure that we believe provides useful information to our management and investors as it allows us to better track the top-line growth of our subscription business (including our ability to acquire subscriptions with new customers and to retain and expand with existing customers), while normalizing for differences in contract durations. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, and non-GAAP operating margin are performance measures which we believe provide useful information to investors, as they provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures, such as stock-based compensation expense, that may not be indicative of our ongoing core business operating results. Free cash flow is a performance measure that we believe provides useful information to management and investors about the amount of cash generated by the business after capital expenditures. We use these non-GAAP financial and key performance measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons.

Non-GAAP financial measures have limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of our results as reported under generally accepted accounting principles ("GAAP") in the United States. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, and free cash flow are not substitutes for gross profit, gross margin, operating expenses, operating income, operating margin, or net cash provided by operating activities, respectively. There is no GAAP measure that is comparable to ARR, so we have not reconciled ARR numbers included in this Quarterly Report on Form 10-Q to any GAAP measure. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. We urge you to review the reconciliation of our non-GAAP financial measures and key performance measures to the most directly comparable GAAP financial measures included below and not to rely on any single financial measure to evaluate our business.

We calculate our non-GAAP financial and key performance measures as follows:

ARR — We calculate ARR as the sum of annual contract value ("ACV") for all subscription contracts from all customers in effect as of the end of a specific period, assuming any subscription contract that expires is renewed on its existing terms. ARR excludes the value of professional services, non-portable software and support contracts and hardware sales. For the purposes of this calculation, we generally assume that the contract term begins on the date when the software is made available to the customer. ACV is defined as the total annualized value of a contract. The total annualized value for a contract is calculated by dividing the total value of the contract by the number of years in the term of such contract. Beginning with the first quarter of fiscal 2026, our methodology for calculating ARR was updated to align more closely with the timing of when licenses are made available to customers. Our calculation of ARR is not adjusted for the impact of any known or projected future events (such as customer cancellations, expansion or contraction of existing customers relationships or price increases or decreases) that may cause any subscription contract not to be renewed on its existing terms. ARR is a performance measure that should be viewed independently of revenue and does not represent our revenue under GAAP on an annualized basis or a forecast of GAAP revenue. Investors should not place undue reliance on ARR as an indicator of our future or expected results. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled performance measures presented by other companies.

Non-GAAP gross profit and Non-GAAP gross margin — We calculate non-GAAP gross margin as non-GAAP gross profit divided by total revenue. We define non-GAAP gross profit as gross profit adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, and costs associated with certain other non-recurring transactions. Our presentation of non-GAAP gross profit and non-GAAP gross margin should not be construed as implying that our future results will not be affected by any recurring expenses or any unusual or non-recurring items that we exclude from our calculation of these non-GAAP financial measures.

Non-GAAP operating expenses — We define non-GAAP operating expenses as total operating expenses adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, litigation settlement accruals and legal fees related to certain non-ordinary course litigation matters, and costs associated with certain other non-recurring transactions. Our presentation of non-GAAP operating expenses should not be construed as implying that our future results will not be affected by any recurring expenses or any unusual or non-recurring items that we exclude from our calculation of this non-GAAP financial measure.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Non-GAAP operating income and Non-GAAP operating margin — We calculate non-GAAP operating margin as non-GAAP operating income divided by total revenue. We define non-GAAP operating income as operating income adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, litigation settlement accruals and legal fees related to certain non-ordinary course litigation matters, and costs associated with certain other non-recurring transactions. Our presentation of non-GAAP operating income and non-GAAP operating margin should not be construed as implying that our future results will not be affected by any recurring expenses or any unusual or non-recurring items that we exclude from our calculation of these non-GAAP financial measures.

Free cash flow — We calculate free cash flow as net cash provided by operating activities less purchases of property and equipment, which measures our ability to generate cash from our business operations after our capital expenditures.

Total end customers — We define the number of end customers as the number of end customers for which we have received an order by the last day of the period, excluding partners to which we have sold products for their own demonstration purposes. A single organization or customer may represent multiple end customers for separate divisions, segments, or subsidiaries, and the total number of end customers may contract due to mergers, acquisitions, or other consolidation among existing end customers.

The following table presents a reconciliation of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, and free cash flow to the most directly comparable GAAP financial measures, for each of the periods indicated:

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2025			2026			2025			2026
	(in thousands, except percentages)
Gross profit	$	~~569~~555,~~433~~992		$	~~631~~610,~~552~~787		$	1,~~077~~633,~~719~~711		$	1,~~214~~825,~~658~~445
Stock-based compensation		87,~~137~~024			86,~~594~~074			1623,~~169~~193			1521,~~208~~282
Amortization of intangible assets		~~767~~546			106			12,~~534~~080			~~212~~318
Non-GAAP gross profit	$	~~578~~563,~~337~~562		$	~~640~~616,~~252~~967		$	1,~~095~~658,~~422~~984		$	1,~~230~~847,~~078~~045
Gross margin		87.0	%		8786.49	%		86.57	%		87.21	%
Stock-based compensation		1.21	%		10.29	%		1.32	%		1.10	%
Amortization of intangible assets		0.1	%		—			0.1	%		—
Non-GAAP gross margin		88.32	%		8887.68	%		8788.90	%		88.31	%
Operating expenses	$	~~503~~507,~~995~~347		$	~~547~~540,~~415~~278		$	~~985~~1,~~031~~492,378		$	1,~~081~~621,~~186~~464
Stock-based compensation		(8577,~~291~~218	)		(9376,~~970~~744	)		(~~166~~243,~~008~~226	)		(~~165~~241,~~116~~860	)
Amortization of intangible assets		(8889	)		(88	)		(~~176~~265	)		(~~176~~264	)
Litigation settlement accrual and legal fees		(13,~~568~~545	)		(2,~~143~~948	)		(26,~~935~~480	)		(69,~~703~~651	)
Non-GAAP operating expenses	$	~~417~~426,~~048~~495		$	~~451~~460,~~214~~498		$	~~815~~1,~~912~~242,407		$	~~909~~1,~~191~~369,689
Operating income	$	6548,~~438~~645		$	8470,~~137~~509		$	92141,~~688~~333		$	~~133~~203,~~472~~981
Stock-based compensation		9384,~~428~~242			~~102~~82,~~564~~818			~~182~~266,~~177~~419			~~180~~263,~~324~~142
Amortization of intangible assets		~~855~~635			194			12,~~710~~345			~~388~~582
Litigation settlement accrual and legal fees		13,~~568~~545			2,~~143~~948			26,~~935~~480			69,~~703~~651
Non-GAAP operating income	$	~~161~~137,~~289~~067		$	~~189~~156,~~038~~469		$	~~279~~416,~~510~~577		$	~~320~~477,~~887~~356
Operating margin		107.06	%		1110.60	%		7.45	%		9.67	%
Stock-based compensation		1413.32	%		1411.39	%		14.72	%		12.96	%
Amortization of intangible assets		0.1	%		—			0.1	%		—
Litigation settlement accrual and legal fees		0.26	%		0.34	%		0.23	%		0.5	%
Non-GAAP operating margin		2421.65	%		2622.23	%		22.41	%		2322.08	%
Net cash provided by operating activities	$	~~221~~218,~~670~~506		$	~~197~~207,~~346~~504		$	~~383~~601,~~421~~927		$	~~394~~601,~~171~~675
Purchases of property and equipment		(3415,~~607~~095	)		(510,~~928~~323	)		(4459,~~438~~533	)		(2838,~~247~~570	)
Free cash flow (non-GAAP)	$	~~187~~203,~~063~~411		$	~~191~~197,~~418~~181		$	~~338~~542,~~983~~394		$	~~365~~563,~~924~~105

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Factors Affecting Our Performance

We believe that our future success will depend on many factors, including those described below. While these areas present significant opportunity, they also present risks that we must manage to achieve successful results. See the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 and the section titled "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for details. If we are unable to address these challenges, our business and operating results could be materially and adversely affected.

Investment in Profitable Growth

We plan to continue investing in initiatives that support our long-term growth, while also focusing on improving our operating cash flow through operational efficiencies, including in our go-to-market functions. By maintaining this balance, we believe we can sustain profitable growth.

Investment in Sales and Marketing – Our ability to drive top-line growth depends, in large part, on our ability to capitalize on our market opportunity, including our ability to recruit, train and retain sufficient numbers of ramped sales personnel. We plan to continue investing in sales and marketing functions, including initiatives focused on opportunities with major accounts, large deals, and commercial accounts, as well as other initiatives to increase our pipeline growth. As we continue to recruit additional sales representatives, it will take time to train and ramp them to full productivity. As a result, we expect that our overall sales and marketing expense will increase in the near term. We estimate, based on past experience, that our average sales team members typically become fully ramped up around the start of their fourth quarter of employment with us, and as our newer employees ramp up, we expect their increased productivity to contribute to our revenue growth. As we continue to focus some of our newer and existing sales team members on major accounts and large deals, and as we operate our subscription-based business model, it may take longer, potentially significantly, for these sales team members to become fully productive, and there may also be an impact to the overall productivity of our sales team. As part of our overall efforts to improve our operating margin performance, we have also proactively taken steps to increase our go-to-market productivity and over time, we intend to reduce our overall sales and marketing spend as a percentage of revenue. These measures include addressing a growing mix of renewals, which have a lower cost than landing new customers or expanding into our existing customer base, improving the efficiency of our demand generation spend, increasing leverage of our channel partners and OEMs, including supporting new OEMs, and optimizing headcount in geographies based on market opportunities.

Investment in Research and Development – We plan to continue investing in our global research and development teams to support enhancements to our solutions, improve integration with ecosystem partners and expand the range of technologies and features available through our platform. These investments are intended to strengthen our core offerings and enable us to respond to evolving technology trends, including developments in generative AI and modern applications across hybrid and multicloud environments.

We believe that these investments will support our long-term growth strategy, although they may result in increased expenses and adversely affect our profitability in the near term.

Our Subscription-Based Business Model

We operate a subscription-based business model to provide 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 maintenance arrangements, are sold with a defined duration. Subscription-based sales consist of subscription term-based licenses and offerings with ongoing performance obligations, including software maintenance subscriptions, support subscriptions and cloud-based SaaS offerings. Revenue from subscription term-based licenses is generally recognized upfront upon transfer of control to the customer, which occurs when we make the software available to the customer. Accordingly, any reduction in the total average contract duration of our subscription term-based licenses would decrease the amount of license revenue recognized upfront and could adversely affect our revenue for the applicable period. Revenue from software maintenance subscriptions, support subscriptions and cloud-based SaaS offerings is recognized ratably over the contractual service period. Accordingly, any decline in such subscriptions, whether new subscriptions or renewals, in any given fiscal quarter may not be fully or immediately reflected in our revenue for that quarter. For additional information on revenue recognition, see Note 2 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)

Market Adoption of Our Products

Hybrid and multicloud architectures, as well as trends in enterprise AI and modern containerized applications, have affected IT buyer expectations around the simplicity, agility, scalability, portability, and pay-as-you-grow economics of IT resources. A key focus of our sales and marketing efforts is creating market awareness of the benefits of our platform. This includes our newer solutions that extend beyond our core hyperconverged infrastructure offering, both as compared to traditional data center architectures, as well as the public cloud, particularly as we continue to pursue large enterprises and mission critical workloads. Our business and operating results will be significantly affected by the degree to and speed with which organizations adopt our platform.

Leveraging Partners

We plan to continue to leverage our relationships with our channel and OEM partners and expand our network of cloud and ecosystem partners, all of which help to drive the adoption and sale of our solutions with our end customers. We sell our solutions primarily through our partners, and our solutions primarily run on hardware platforms that our customers often choose to purchase from our channel or OEM partners. We believe that increasing channel leverage, particularly as we expand our focus on opportunities in commercial accounts, by investing in sales enablement and co-marketing with our channel and OEM partners over the long term will extend and improve our engagement with a broad set of end customers. Our reliance on manufacturers to produce the hardware platforms on which our software typically runs exposes us to supply chain delays, which could impair our ability to ~~provide~~deliver ~~services~~solutions to end customers in a timely manner, particularly to the extent that current supply and pricing dynamics continue. InBeginning in the latter half of the second quarter of fiscal of 2026, constraints affecting the availability of certain hardware components at manufacturers became increasingly acute,. ~~extending~~These constraints have resulted in higher hardware pricing in the market and extended hardware lead times, which vary across hardware vendors. ~~These~~Higher hardware pricing, together with extended hardware lead times, have ~~delayed~~impacted, and may continue to ~~delay~~impact, customers' ability to deploy ~~hardware~~ and consume our software, which affects the timing of revenue recognition and cash flows from period to period and, in certain instances, may result in some customers delaying projects or otherwise seeking greater flexibility with licensing. Our software platform provides customers with flexibility and choice across deployment options, including hardware vendors, public cloud environments, and a growing set of external storage options, which can help enable customers to better manage how and when they deploy our solutions in periods of supply and pricing volatility. While a majority of our customer transactions involve a software‑only fulfillment motion, in a subset of transactions, customers previously purchased our software in connection with Nutanix‑branded NX‑series hardware platforms. To provide customers in these transactions with greater flexibility when facing extended hardware lead times, beginning in the third quarter of fiscal 2026, we enabled these customers to purchase our software independently of hardware delivery, thereby aligning software provisioning for these transactions with our existing software‑only fulfillment motion. This may impact the timing of revenue recognition and our ARR. Our business and results of operations will be significantly affected by our success in leveraging our relationships with our channel and OEM partners and expanding our network of cloud and ecosystem partners.

Customer Acquisition, Retention and Expansion

Our business and operating results will depend on our ability to obtain new end customers and retain and sell additional solutions to our existing base of end customers. Our ability to obtain new end customers and retain and sell additional solutions to existing customers will in turn depend in part on a number of factors. These factors include our ability to: execute on our business plans, vision, and objectives (including our growth and go-to-market strategies), respond to competitive pressures, effectively maintain existing and future customer relationships, continue to innovate by adding new functionality and improving usability of our solutions in a manner that addresses our end customers’ needs and requirements, and optimally price our solutions in light of marketplace conditions, our ability to respond to competitive pressures, manage our costs, and anticipate and manage customer demand. Furthermore, our subscription-based business model and product transitions may cause concerns among our customer base, including concerns regarding changes to pricing over time, and may also result in confusion among new and existing end customers, for example, regarding our pricing models. Such concerns and/or confusion can slow adoption and renewal rates among our current and future customer base.

Our end customers typically deploy our technology for a specific workload initially. After a new end customer's initial order, which includes the product and associated software maintenance subscriptions, support subscription and services, we focus on expanding our footprint by serving more workloads. We also generate recurring revenue from renewals, and given our subscription-focused business model, these renewals are having an increasing significance for our future revenue streams as existing subscriptions come up for renewal. We view continued purchases and upgrades as critical drivers of our success. As of January 31, 2026, our net dollar-based retention rate ("NRR") was 107%, compared to 109% as of January 31, 2025. NRR is calculated as of the end of a twelve-month period. We calculate NRR by starting with the ARR for all customers with subscription contracts at the beginning of the period. We then divide end-of-the-period ARR for the same customer group by the beginning-of-the-period ARR. NRR is a performance measure that we believe provides useful information to our management and investors as it provides an indication of our ability to retain and expand ARR from our existing customer base.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Our end customers typically deploy our technology for a specific workload initially. After a new end customer's initial order, which includes the product and associated software maintenance subscriptions, support subscription and services, we focus on expanding our footprint by serving more workloads. We also generate recurring revenue from renewals, and given our subscription-focused business model, these renewals are having an increasing significance for our future revenue streams as existing subscriptions come up for renewal. We view continued purchases and upgrades as critical drivers of our success. As of April 30, 2026, our net dollar-based retention rate ("NRR") was 106%, compared to 110% as of April 30, 2025. NRR is calculated as of the end of a twelve-month period. We calculate NRR by starting with the ARR for all customers with subscription contracts at the beginning of the period. We then divide end-of-the-period ARR for the same customer group by the beginning-of-the-period ARR. NRR is a performance measure that we believe provides useful information to our management and investors as it provides an indication of our ability to retain and expand ARR from our existing customer base.

Over time, our sales pipeline has evolved to include a higher mix of larger deal opportunities, which often take longer to close and require more levels of review from the customer's executive team, involve greater competition, and have greater variability in timing, outcome and deal structure. These trends drive greater variability in our ability to land new customers and expand sales to existing customers, and our top-line results may be adversely affected.

Macroeconomic Conditions

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer and partner behavior. Macroeconomic conditions, including inflation, fluctuations in interest rates, foreign currency fluctuations, tariffs or other trade restrictions, geopolitical issues, changes in government policy or spending, and other changes in economic conditions, may adversely affect the buying patterns of our customers and prospective customers, including the length of sales cycles, our overall pipeline and pipeline conversion, and our top-line growth expectations. Due to our subscription-focused business model, any impact of the current macroeconomic environment on our business, particularly as a result of changes in our customer and partner behavior, may not be fully reflected in our results of operations until future periods, if at all. As we continue to monitor the direct and indirect impacts of the current environment, the broader implications of macroeconomic conditions on our business, results of operations and financial condition, particularly in the long term, remain uncertain.

Components of Our Results of Operations

Revenue

We generate revenue primarily from the sale of the Nutanix Cloud Platform, sold primarily as subscription term-based licenses, and which can be deployed on a variety of qualified hardware platforms or, in the case of our cloud-based SaaS offerings, via hosted service or delivered pre-installed on a server that is configured to order. Non-portable software licenses are delivered or sold alongside configured-to-order servers and can be used over the life of the associated server.

Our subscription term-based licenses are sold separately, or can be sold alongside configured-to-order servers. Our subscription term-based licenses typically have a term of one to five years. Our cloud-based SaaS subscriptions have terms extending up to five years.

Our customers generally purchase their qualified hardware platforms for deployment of our software from one of our channel partners or OEMs. Our platform typically includes one or more years of support and maintenance, which provides customers with the right to software upgrades and enhancements as well as technical support. Our platform is primarily sold through channel partners and OEMs. Revenue is recognized net of sales tax and withholding tax.

Product revenue — Product revenue primarily consists of software revenue. A majority of our product revenue is generated from the sale of the Nutanix Cloud Platform. We also sell renewals of previously purchased software licenses and SaaS offerings. We recognize revenue from our software products upon the transfer of control to the customer. For sales of our software purchased alongside a server from an OEM or other partner, revenue is typically recognized upon shipment of the server. For software sold separately from a server, revenue is typically recognized when the software is made available to the customer. For our SaaS offerings, revenue is typically recognized as the services are performed. In the infrequent transactions where the hardware 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.

Support, maintenance and other services revenue — We generate our support, maintenance and other services revenue primarily from software maintenance subscriptions and support subscriptions, which include the right to software upgrades and enhancements as well as technical support. The majority of our product sales are sold in conjunction with software maintenance subscriptions and support subscriptions, with terms ranging from one to five years. Occasionally, we also sell professional services with our products. We recognize revenue from software maintenance subscriptions and support contracts ratably over the contractual service period, which typically commences upon transfer of control of the corresponding products to the customer. We recognize revenue related to professional services as they are performed.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Cost of Revenue

Cost of product revenue — Cost of product revenue consists of costs paid to OEM partners, hardware costs, personnel costs associated with our operations function, consisting of salaries, benefits, bonuses, and stock-based compensation, cloud-based costs associated with our SaaS offerings, and allocated costs. Allocated costs consist of certain facilities, depreciation and amortization, recruiting, and information technology costs that are allocated based on headcount.

Cost of support, maintenance and other services revenue — Cost of support, maintenance and other services revenue includes personnel and operating costs associated with our global customer support and services organization, as well as allocated costs. We expect our cost of support, maintenance and other services revenue to increase in absolute dollars as our support, maintenance and other services revenue increases.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of wages, benefits, bonuses and, with respect to sales and marketing expenses, sales commissions.

Sales and marketing — Sales and marketing expense consists primarily of personnel costs, including sales commissions. Sales and marketing expense also includes costs for promotional activities and other marketing costs, travel expenses, costs associated with demonstration units, including depreciation, and allocated costs. Commissions are deferred and recognized as we recognize the associated revenue. We expect sales and marketing expense to continue, in the long term, to increase in absolute dollars as part of our long-term plans to invest in our growth. However, as part of our overall efforts to improve our operating cash flow performance, we have also proactively taken steps to increase our go-to-market productivity and over time, we intend to reduce our overall sales and marketing spend as a percentage of revenue. As we continue to recruit additional sales representatives, it will take time to train and ramp them to full productivity. As a result, our sales and marketing expense may fluctuate.

Research and development — Research and development ("R&D") expense consists primarily of personnel costs, as well as other direct and allocated costs. We have devoted our product development efforts primarily to enhancing the functionality and expanding the capabilities of our solutions. R&D costs are expensed as incurred, unless they meet the criteria for capitalization. We expect R&D expense, in the long term, to increase in absolute dollars as part of our long-term plans to invest in our future products and services, including our newer subscription-based products, although R&D expense may fluctuate as a percentage of total revenue and, on an absolute basis, from quarter to quarter.

General and administrative — General and administrative ("G&A") expense consists primarily of personnel costs, which include our executive, finance, human resources, and legal organizations. G&A expense also includes outside professional services, which consists primarily of legal, accounting and other consulting costs, as well as insurance and other costs associated with being a public company and allocated costs. We expect G&A expense, in the long term, to increase in absolute dollars, particularly due to additional legal, accounting, insurance, and other costs associated with our growth, although G&A expense may fluctuate as a percentage of total revenue and, on an absolute basis, from quarter to quarter.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income and expense, which includes the amortization of the debt discount and debt issuance costs associated with our outstanding 0.25% convertible senior notes due 2027 (the "2027 Notes") and our outstanding 0.50% convertible senior notes due 2029 (the "2029 Notes"), interest expense on the 2027 Notes and 2029 Notes, inducement expense related to the partial repurchase of the 2027 Notes, interest income related to our short-term investments, and foreign currency exchange gains or losses.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes for certain foreign jurisdictions in which we conduct business and federal and state income taxes in the United States. We continue to maintain a full valuation allowance against our U.S. federal and state deferred tax assets as of ~~January~~April 3130, 2026. We will continue to maintain a full valuation allowance on our U.S. net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. However, given our recent history of profitable operating results and current and anticipated future earnings, we believe that if current trends persist, there is a reasonable possibility that over the next several quarters, sufficient positive evidence may become available to allow us to reach the conclusion that a significant portion of the valuation allowance will no longer be needed. The release of all, or a portion of, the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to significant judgment and our analysis of positive and negative factors.

The One Big Beautiful Bill Act ("OBBBA"), signed into law on July 4, 2025, has officially repealed the amortization requirement under IRC Section 174, restoring immediate expensing for domestic research and experimental ("R&E") expenditures. Effective for taxable years beginning after December 31, 2024, taxpayers may deduct domestic R&E expenditures immediately and for the R&E expenditures capitalized from 2022 to 2024, OBBBA also allows taxpayers to make an election to accelerate the deductions over one year or two years. We have assessed the impact of OBBBA on our fiscal 2026 provision for income taxes and determined that there is no material impact to our financial statements for fiscal 2026.

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NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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 EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2025

2026

2025

2026

(in thousands)

Revenue:

Product

~~354~~345,~~187~~479

~~387,~~364,938

~~656~~1,~~106~~001,585

~~736~~1,~~367~~101,305

Support, maintenance and other services

~~300~~293,~~534~~504

~~335~~338,~~461~~128

~~589~~883,~~571~~075

~~657~~995,~~034~~162

Total revenue

~~654~~638,~~721~~983

~~722~~703,~~825~~066

1,~~245~~884,~~677~~660

12,~~393~~096,~~401~~467

Cost of revenue:

Product (1)(2)

86,~~823~~776

5,~~674~~816

1723,~~193~~969

915,~~966~~782

Support, maintenance and other services (1)

76,~~465~~215

8586,~~599~~463

~~150~~226,~~765~~980

~~168~~255,~~777~~240

Total cost of revenue

8582,~~288~~991

9192,~~273~~279

~~167~~250,~~958~~949

~~178~~271,~~743~~022

Gross profit

~~569~~555,~~433~~992

~~631~~610,~~552~~787

1,~~077~~633,~~719~~711

1,~~214~~825,~~658~~445

Operating expenses:

Sales and marketing (1)(2)

~~261~~260,~~382~~402

~~277~~283,~~543~~605

~~514~~775,~~783~~185

~~562~~846,~~776~~381

Research and development (1)

~~182~~186,~~785~~413

~~202~~196,~~259~~098

~~356~~543,~~744~~157

~~389~~585,~~741~~839

General and administrative (1)

5960,~~828~~532

6760,~~613~~575

~~113~~174,~~504~~036

~~128~~189,~~669~~244

Total operating expenses

~~503~~507,~~995~~347

~~547~~540,~~415~~278

~~985~~1,~~031~~492,378

1,~~081~~621,~~186~~464

Income from operations

6548,~~438~~645

8470,~~137~~509

92141,~~688~~333

~~133~~203,~~472~~981

Other (expense) income, net

(355

)

13,368

9,218

29,607

Other income, net

15,954

10,805

25,172

40,412

Income before provision for (benefit from) income taxes

65,083

97,505

101,906

163,079

Income before provision for income taxes

64,599

81,314

166,505

244,393

Provision for (benefit from) income taxes

8,656

(5,517

)

15,553

(2,039

)

Provision for income taxes

1,236

9,227

16,789

7,188

Net income

5663,~~427~~363

~~103~~72,~~022~~087

86149,~~353~~716

~~165~~237,~~118~~205

(1) Includes stock-based compensation expense as follows:

Product cost of revenue

~~812~~401

~~427~~364

2,~~024~~425

~~786~~1,150

Support, maintenance and other services cost of revenue

76,~~325~~623

85,~~167~~710

1420,~~145~~768

1420,~~422~~132

Sales and marketing

2119,~~397~~513

2219,~~754~~556

4261,~~045~~558

4060,~~514~~070

Research and development

4642,~~765~~162

5144,~~105~~757

90132,~~327~~489

90135,~~606~~363

General and administrative

1715,~~129~~543

2012,~~111~~431

3349,~~636~~179

3346,~~996~~427

Total stock-based compensation expense

9384,~~428~~242

~~102~~82,~~564~~818

~~182~~266,~~177~~419

~~180~~263,~~324~~142

(2) Includes amortization of intangible assets as follows:

Product cost of revenue

~~767~~546

106

12,~~534~~080

~~212~~318

Sales and marketing

8889

~~176~~265

~~176~~264

Total amortization of intangible assets

~~855~~635

194

12,~~710~~345

~~388~~582

Table of Contents

NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2025			2026			2025			2026
	(as a percentage of total revenue)
Revenue:
Product		54.1	%		5351.69	%		5253.71	%		52.85	%
Support, maintenance and other services		45.9	%		4648.41	%		4746.39	%		47.25	%
Total revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue:
Product		1.31	%		0.8	%		1.43	%		0.78	%
Support, maintenance and other services		11.79	%		1112.83	%		12.10	%		12.1	%
Total cost of revenue		13.0	%		1213.61	%		13.53	%		12.89	%
Gross profit		87.0	%		8786.49	%		86.57	%		87.21	%
Operating expenses:
Sales and marketing		3940.98	%		3840.43	%		41.31	%		40.4	%
Research and development		2729.92	%		2827.09	%		28.68	%		2827.09	%
General and administrative		9.15	%		98.46	%		9.12	%		9.20	%
Total operating expenses		7679.95	%		7576.8	%		79.01	%		77.63	%
Income from operations		107.15	%		1110.61	%		7.56	%		9.68	%
Other (expense) income, net		(0.1	)%		1.8	%		0.7	%		2.1	%
Other income, net		2.5	%		1.5	%		1.3	%		1.9	%
Income before provision for (benefit from) income taxes		10.0	%		13.4	%		8.2	%		11.7	%
Income before provision for income taxes		10.0	%		11.6	%		8.9	%		11.7	%
Provision for (benefit from) income taxes		1.3	%		(0.8	)%		1.2	%		(0.1	)%
Provision for income taxes		0.2	%		1.3	%		0.9	%		0.3	%
Net income		89.78	%		1410.23	%		78.0	%		11.84	%

Table of Contents

NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Comparison of the Three and ~~Six~~Nine Months Ended ~~January~~April 3130, 2025 and 2026

Revenue

	Three Months EndedJanuary 31,				Change					Six Months EndedJanuary 31,				Change
	Three Months EndedApril 30,				Change					Nine Months EndedApril 30,				Change
	2025		2026		$		%			2025		2026		$		%
	(in thousands, except percentages)
Product	$	~~354~~345,~~187~~479	$	~~387,~~364,938	$	3319,~~177~~459		96	%	$	~~656~~1,~~106~~001,585	$	~~736~~1,~~367~~101,305	$	8099,~~261~~720		1210	%
Support, maintenance and other services		~~300~~293,~~534~~504		~~335~~338,~~461~~128		3444,~~927~~624		1215	%		~~589~~883,~~571~~075		~~657~~995,~~034~~162		67112,~~463~~087		1113	%
Total revenue	$	~~654~~638,~~721~~983	$	~~722~~703,~~825~~066	$	6864,~~104~~083		10	%	$	1,~~245~~884,~~677~~660	$	12,~~393~~096,~~401~~467	$	~~147~~211,~~724~~807		1211	%

	Three Months EndedJanuary 31,				Change						Six Months EndedJanuary 31,				Change
	Three Months EndedApril 30,				Change						Nine Months EndedApril 30,				Change
	2025		2026		$			%			2025		2026		$		%
	(in thousands, except percentages)
U.S.	$	~~367~~346,~~275~~102	$	~~365~~377,~~045~~046	$	(230,~~230~~944	)		(19	)%	$	~~700~~1,~~003~~046,105	$	~~751~~1,~~018~~128,064	$	5181,~~015~~959		78	%
Europe, the Middle East and Africa		~~181~~172,~~348~~415		~~232~~201,~~707~~115		5128,~~359~~700			2817	%		~~332~~504,~~539~~954		~~406~~607,~~487~~602		73102,~~948~~648		2220	%
Asia Pacific		92106,~~205~~902		~~108~~103,~~973~~278		16(3,~~768~~624	)		18(3	)%		~~188~~294,~~024~~926		~~199~~302,~~058~~336		117,~~034~~410		63	%
Other Americas		13,~~893~~564		1621,~~100~~627		28,~~207~~063			1659	%		2538,~~111~~675		3658,~~838~~465		1119,~~727~~790		4751	%
Total revenue	$	~~654~~638,~~721~~983	$	~~722~~703,~~825~~066	$	6864,~~104~~083			10	%	$	1,~~245~~884,~~677~~660	$	12,~~393~~096,~~401~~467	$	~~147~~211,~~724~~807		1211	%

Product revenue increased by approximately $3319.25 million, or 96%, and $8099.37 million, or 1210%, for the three and ~~six~~nine months ended ~~January~~April 3130, 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 $3444.96 million, or 1215%, and $67112.51 million, or 1113%, for the three and ~~six~~nine months ended ~~January~~April 3130, 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~~April 3130, 2025 to ~~January~~April 3130, 2026, and the related software maintenance and support subscription contracts and renewals.

For both the three and ~~six~~nine months ended ~~January~~April 3130, 2025, the total average contract duration was approximately 3.01 years. For ~~both~~ the three and ~~six~~nine months ended ~~January~~April 3130, 2026, the total average contract duration was approximately 3.14 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 EndedJanuary 31,						Change						Six Months EndedJanuary 31,						Change
	Three Months EndedApril 30,						Change						Nine Months EndedApril 30,						Change
	2025			2026			$			%			2025			2026			$			%
	(in thousands, except percentages)
Cost of product revenue	$	86,~~823~~776		$	5,~~674~~816		$	(~~3,149~~960	)		(3614	)%	$	1723,~~193~~969		$	915,~~966~~782		$	(78,~~227~~187	)		(4234	)%
Product gross margin		9798.50	%		98.54	%								97.46	%		98.6	%
Cost of support, maintenance and other services revenue	$	76,~~465~~215		$	8586,~~599~~463		$	910,~~134~~248			1213	%	$	~~150~~226,~~765~~980		$	~~168~~255,~~777~~240		$	1828,~~012~~260			12	%
Support, maintenance and other services gross margin		74.60	%		74.54	%								74.43	%		74.34	%
Total gross margin		87.0	%		8786.49	%								86.57	%		87.21	%

Cost of product revenue

Cost of product revenue decreased for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, as compared to the respective prior year periods, due primarily to decreases in overhead resulting from lower operating lease and finance lease costs.

Table of Contents

NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Product gross margin increased by approximately 1.0.4 percentage points and 1.20 percentage points for the three and ~~six~~nine months ended ~~January~~April 3130, 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~~nine months ended ~~January~~April 3130, 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~~increased by approximately 0.4 percentage points and 0.1 percentage points for ~~both~~ the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, as compared to the respective prior year periods, due primarily to support, maintenance and other services revenue growing at a ~~slower~~faster rate than personnel-related costs.

Operating Expenses

Sales and marketing

	Three Months EndedJanuary 31,						Change					Six Months EndedJanuary 31,						Change
	Three Months EndedApril 30,						Change					Nine Months EndedApril 30,						Change
	2025			2026			$		%			2025			2026			$		%
	(in thousands, except percentages)
Sales and marketing	$	~~261~~260,~~382~~402		$	~~277~~283,~~543~~605		$	1623,~~161~~203		69	%	$	~~514~~775,~~783~~185		$	~~562~~846,~~776~~381		$	4771,~~993~~196		9	%
Percent of total revenue		3940.98	%		3840.43	%							41.31	%		40.4	%

Sales and marketing expense increased for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs resulting from the 87% growth in our sales and marketing headcount from ~~January~~April 3130, 2025 to ~~January~~April 3130, 2026, as well as increased marketing spending on events.

Research and development

	Three Months EndedJanuary 31,						Change					Six Months EndedJanuary 31,						Change
	Three Months EndedApril 30,						Change					Nine Months EndedApril 30,						Change
	2025			2026			$		%			2025			2026			$		%
	(in thousands, except percentages)
Research and development	$	~~182~~186,~~785~~413		$	~~202~~196,~~259~~098		$	199,~~474~~685		115	%	$	~~356~~543,~~744~~157		$	~~389~~585,~~741~~839		$	3242,~~997~~682		98	%
Percent of total revenue		2729.92	%		2827.09	%							28.68	%		2827.09	%

Research and development expense increased for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, as compared to the respective prior year periods, due primarily to higher personnel-related costs ~~due~~resulting tofrom the 128% growth in our R&D headcount from ~~January~~April 3130, 2025 to ~~January~~April 3130, 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 EndedJanuary 31,						Change					Six Months EndedJanuary 31,						Change
	Three Months EndedApril 30,						Change					Nine Months EndedApril 30,						Change
	2025			2026			$		%			2025			2026			$		%
	(in thousands, except percentages)
General and administrative	$	5960,~~828~~532		$	6760,~~613~~575		$	~~7,785~~43		130	%	$	~~113~~174,~~504~~036		$	~~128~~189,~~669~~244		$	15,~~165~~208		139	%
Percent of total revenue		9.15	%		98.46	%							9.12	%		9.20	%

General and administrative expense increased for the three and ~~six~~nine months ended ~~January~~April 3130, 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~~April 3130, 2025 to ~~January~~April 3130, 2026, and higher legal and outside services costs~~, an increase in costs related to software licenses, as well as an increase in data center costs~~.

Table of Contents

NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Other Income (Expense), Net

	Three Months EndedJanuary 31,						Change						Six Months EndedJanuary 31,						Change
	Three Months EndedApril 30,						Change						Nine Months EndedApril 30,						Change
	2025			2026			$			%			2025			2026			$			%
	(in thousands, except percentages)
Interest income, net	$	1317,~~940~~988		$	17,~~917~~505		$	~~3,977~~(483	)		29(3	)%	$	2543,~~033~~022		$	3755,~~751~~255		$	12,~~718~~233			5128	%
Amortization of debt discount and issuance costs and interest expense		(12,~~674~~950	)		(2,~~995~~996	)		(~~1,321~~46	)		(792	)%		(25,~~420~~370	)		(58,~~988~~984	)		(3,~~568~~614	)		(~~147~~67	)%
Inducement expense		~~(11,347~~—	)		—			~~11,347~~—			~~100~~0	%		(11,347	)		—			11,347			100	%
Other		~~(1,274~~916	)		(13,~~554~~704	)		(~~280~~4,620	)		(22504	)%		(21,~~048~~133	)		(25,~~156~~859	)		(~~108~~4,726	)		(5417	)%
Other income (expense), net	$	~~(355~~15,954	)	$	1310,~~368~~805		$	13(5,~~723~~149	)		~~3,866~~(32	)%	$	925,~~218~~172		$	2940,~~607~~412		$	2015,~~389~~240			~~221~~61	%

Other income (expense), net ~~increased~~decreased for the three ~~and six~~ months ended ~~January~~April 3130, 2026, as compared to the respective prior year ~~periods~~period, 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~~foreign ~~income~~exchange ~~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~~.

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 EndedJanuary 31,					Change						Six Months EndedJanuary 31,					Change
	Three Months EndedApril 30,					Change						Nine Months EndedApril 30,					Change
	2025		2026			$			%			2025		2026			$			%
	(in thousands, except percentages)
Provision for income taxes	$	81,~~656~~236	$	(59,~~517~~227	)	$	~~(14~~7,~~173~~991	)		~~(164~~647	)%	$	1516,~~553~~789	$	(27,~~039~~188	)	$	(179,~~592~~601	)		(~~113~~57	)%

The ~~decreases~~increase in the income tax provision for the three ~~and six~~ months ended ~~January~~April 3130, 2026, as compared to the respective prior year ~~periods~~period, ~~were~~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 ~~January~~April 3130, 2025. The decrease in the income tax provision for the nine months ended April 30, 2026, ~~partially~~as ~~offset~~compared byto ~~decrease~~the inrespective ~~excess~~prior year period, was due primarily to the tax ~~benefits~~benefit onrecognized ~~stock~~for ~~options~~the ~~and~~release ~~restricted~~of ~~stock~~certain ~~units~~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 ~~January~~April 3130, 2026, we had approximately $~~603~~718.48 million of cash and cash equivalents and $1,~~270~~299.61 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~~April 3130, 2026, we had accounts receivable of approximately $~~260~~251.6 million, net of allowances of $23.80 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.

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 ~~January~~April 3130, 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~~April 3130, 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.

WeIn ~~believe~~May ~~that our cash~~2026, ~~cash~~we ~~equivalents~~completed ~~and short-term investments, available borrowing capacity under~~ the ~~Revolver,~~issuance and ~~our~~sale ~~expected~~of ~~net cash provided by operating activities will be sufficient to meet our anticipated cash needs~~4, ~~including for working capital~~136,789 ~~capital~~shares ~~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~~Class ~~strategy~~A ~~and~~common ~~plans,~~stock ~~the timing and extent of spending~~ to ~~support~~Advanced ~~research~~Micro 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 businessesDevices, ~~technologies or products; any share repurchases; and market, economic and financial conditions (including inflation and interest rates)~~Inc. ~~Holders~~at ofa ~~the~~purchase ~~2027~~price ~~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~~$36.26 Ifper ~~one or more holders elect to convert their 2027 Notes or 2029 Notes~~share, asfor ~~applicable,~~aggregate ~~we may elect to satisfy our conversion obligation by delivering shares of our Class A common stock or a combination of~~ cash ~~and~~proceeds ~~shares~~ of ~~Class~~approximately A$150.0 ~~common stock, rather than exclusively in cash~~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 ~~January~~April 3130, 2026, we had non-cancelable contractual purchase obligations of $~~152~~200.73 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~~April 3130, 2026, we had aggregate future minimum lease payments under non-cancelable operating leases and finance leases of $~~240~~219.68 million, of which $5154.46 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~~April ~~2033~~2035 and lease certain data center equipment under finance leases.

As of ~~January~~April 3130, 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)

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:

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2025			2026
	(in thousands)
Net cash provided by operating activities	$	~~383~~601,~~421~~927		$	~~394~~601,~~171~~675
Net cash used in investing activities		(~~375~~726,~~455~~082	)		(67107,~~347~~945	)
Net cash provided by (used in) financing activities		~~408~~341,~~847~~119			(~~492~~543,~~924~~832	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	~~416~~216,~~813~~964		$	(~~166~~50,~~100~~102	)

Cash Flows from Operating Activities

Net cash provided by operating activities was approximately $~~394~~601.27 million for the ~~six~~nine months ended ~~January~~April 3130, 2026, compared to approximately $~~383~~601.49 million for the ~~six~~nine months ended ~~January~~April 3130, 2025. ~~The~~Net ~~increase in~~ cash provided by operating activities remained relatively flat for the ~~six~~nine months ended ~~January~~April 3130, 2026, ~~was~~compared ~~due primarily~~ to the prior year period, as an increase in ~~our~~ net income ~~from~~and ~~operations~~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 $~~375~~726.51 million for the ~~six~~nine months ended ~~January~~April 3130, 2025 included approximately $~~493~~941.24 million of short-term investment purchases and $4459.45 million of purchases of property and equipment, partially offset by approximately $~~162~~272.18 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 $67107.39 million for the ~~six~~nine months ended ~~January~~April 3130, 2026 included approximately $~~472~~679.86 million of short-term investment purchases and $2838.26 million of purchases of property and equipment, partially offset by approximately $~~431~~607.75 million of maturities of short-term investments and $2.08 million of sales of short-term investments.

Cash Flows from Financing Activities

Net cash provided by financing activities of approximately $~~408~~341.81 million for the ~~six~~nine months ended ~~January~~April 3130, 2025 included approximately $848.0 million of net proceeds from the issuance of the 2029 Notes and $2968.35 million of proceeds from the sale of shares through employee equity incentive plans, partially offset by approximately $~~220~~257.19 million of repurchases of our Class A common stock, $~~148~~212.29 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, $23.84 million of third-party debt issuance costs related to the issuance of the 2029 Notes, ~~and~~ $12.9 million of payments for finance lease obligations, and $2.8 million of issuance costs related to the Revolver.

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)

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

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.

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Item 3. 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 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 ana decrease in our operating income of approximately $3655.26 million and $4466.03 million for the ~~six~~nine months ended ~~January~~April 3130, 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~~April 3130, 2026, we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.

As of ~~January~~April 3130, 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~~April 3130, 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. Risk 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 Equity 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~~April 3130, 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)
November 1 - 30, 2025		398	$	59.30		398	$	387,858
February 1 - 28, 2026		458	$	39.68		458	$	60,772
December 1 - 31, 2025 (2)		5,160	$	48.24		5,160	$	138,935
March 1 - 31, 2026		818	$	38.89		818	$	28,936
January 1 - 31, 2026 (2)		859	$	51.45		859	$	78,935
April 1 - 30, 2026		—	$	—		—	$	778,936
Total		61,~~417~~276				61,~~417~~276

(1)

This table excludes shares withheld from stock awards to settle employee withholding obligations related to the vesting of such awards.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the three months ended ~~January~~April 3130, 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. Exhibits

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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EXHIBIT INDEX

		Incorporated by Reference
Number	Exhibit Title	Form	File No.	Exhibit	FilingDate	FiledHerewith
10.1+	Amended and Restated 2016 Equity Incentive Plan	8-K	001-37883	10.1	12/15/2025
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.

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SIGNATURES

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
Date: May 29, 2026		/s/ Rukmini Sivaraman
		Rukmini Sivaraman
		Chief Financial Officer
		(Principal Financial Officer)

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