NTNX 10-K Annual Report July 31, 2024 | Alphaminr
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NTNX 10-K Fiscal year ended July 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Overview and Summary Of Significant Accounting PoliciesNote 1. OverNote 2. Revenue, Deferred Revenue and Deferred CommissionsNote 3. Fair Value MeasurementsNote 4. Balance Sheet ComponentsNote 5. Convertible Senior NotesNote 6. LeasesNote 7. Commitments and ContingenciesNote 8. Stockholders EquityNote 9. Equity Incentive PlansNote 10. Restructuring ChargesNote 11. Net Income (loss) Per ShareNote 12. Income TaxesNote 13. Segment InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Complete copy of the Amended and Restated Certificate of Incorporation, as amended, consisting of (i) the Amended and Restated Certificate of Incorporation filed on December 9, 2022 and (ii) the Certificate of Amendment filed on December 8, 2023. 10-Q 001-37883 3.1 3/7/2024 3.2 Amended and Restated Bylaws. 8-K 001-37883 3.1 10/7/2022 3.3 Certificate of Retirement of Class B Common Stock. 8-K 001-37883 3.1 1/4/2022 4.1 Amended and Restated Investors Rights Agreement, dated as of August 26, 2014, as amended, by and among the Registrant and certain of its stockholders. S-1 333-208711 4.1 12/22/2015 4.2 Specimen Class A Common Stock Certificate of the Registrant. S-1/A 333-208711 4.2 4/4/2016 4.3 Form of Warrant to Purchase Shares of Capital Stock by and between the Registrant and certain of its investors. S-1 333-208711 4.3 12/22/2015 4.4 Description of Class A Common Stock. 10-K 001-37883 4.4 9/21/2023 4.5 Indenture, dated as of September 24, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/24/2020 4.6 Form of 2.5% Convertible Senior Notes due 2026 (included in Exhibit 4.5). 8-K 001-37883 4.2 9/24/2020 4.7 Indenture, dated as of September 22, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/23/2021 4.8 Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.7). 8-K 001-37883 4.2 9/23/2021 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. 10-Q 001-37883 10.1 6/3/2021 10.2+ Second Amended and Restated Outside Director Compensation Policy. 10-K 001-37883 10.2 9/21/2021 10.3+ First Amendment to Second Amended and Restated Outside Director Compensation. 10-Q 001-37883 10.1 6/2/2022 10.4+ Second Amendment to Second Amended and Restated Outside Director Compensation. 10-Q 001-37883 10.1 12/7/2022 10.5+ 2010 Stock Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.2 8/16/2016 10.6+ 2011 Stock Plan and forms of equity agreements thereunder. S-1 333-208711 10.3 12/22/2015 10.7+ 2016 Equity Incentive Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.4 9/19/2016 10.8+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2022) under the 2016 Equity Incentive Plan. 10-Q 001-37883 10.2 12/2/2021 10.9+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units 10-K 001-37883 10.8 9/21/2022 (Fiscal Year 2023) under the 2016 Equity Incentive Plan. 10.10+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2024) under the 2016 Equity Incentive Plan. 10-K 001-37883 10.10 9/21/2023 10.11+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2025) under the 2016 Equity Incentive Plan. 10.12+ Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder. 10-Q 001-37883 10.1 5/24/2023 10.13+ Executive Incentive Compensation Plan. S-1 333-208711 10.14 12/22/2015 10.14+ Offer Letter, dated as of December 7, 2020, by and between Nutanix, Inc. and Rajiv Ramaswami. 8-K 001-37883 10.1 12/9/2020 10.15+ Offer Letter, dated as of April 10, 2022, by and between the Registrant and Rukmini Sivaraman. 8-K 001-37883 10.1 4/12/2022 10.16+ Offer Letter, dated as of October 17, 2011, by and between the Registrant and David Sangster. S-1 333-208711 10.11 12/22/2015 10.17+ Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall. 10-Q 001-37883 10.1 3/15/2018 10.18+ Form of Global Restricted Stock Unit Agreement for the Stock Price Performance-Based Restricted Stock Units. 8-K 001-37883 10.1 1/9/2024 10.19+ Form of Global Restricted Stock Unit Agreement for the Operational Metrics Performance-Based Restricted Stock Units. 8-K 001-37883 10.2 1/9/2024 10.20+ Transition Agreement and Release, dated as of February 7, 2024, by and between the Registrant and Tyler Wall. 10-Q 001-37883 10.3 3/7/2024 10.21+ Offer Letter, dated as of April 29, 2024, by and between the Registrant and Brian Martin. 10.22+ Senior Advisor Agreement, dated as of September 3, 2024, by and between the Registrant and David Sangster. 10.23+ Change of Control and Severance Policy. 10-K 001-37883 10.16 9/21/2022 10.24+ Executive Severance Policy. 10-K 001-37883 10.17 9/21/2021 10.25 Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of May 16, 2014, by and among the Registrant, Nutanix Netherlands B.V. and Super Micro Computer Inc., as amended by Amendment One to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 13, 2017 and Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement dated as of October 31, 2018. 10-Q 001-37883 10.2 6/5/2019 10.26 Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer, Inc. 10-Q 001-37883 10.1 6/10/2024 10.27 Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V. and Super Micro Computer, Inc. 10-Q 001-37883 10.5 12/5/2019 10.28 Amendment Three to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of December 20, 2020, by and between the Registrant and Super Micro Computer Inc. 10-Q 001-37883 10.1 3/4/2021 10.29 Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc. 10-Q 001-37883 10.1 3/10/2022 10.30 Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership. S-1/A 333-208711 10.15 8/16/2016 10.31 Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership. S-1/A 333-208711 10.16 8/16/2016 10.32 Sixth Amendment to the Office Lease dated as of January 29, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 6/12/2018 10.33 Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.2 6/12/2018 10.34 Eighth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 12/3/2020 10.35 Ninth Amendment to the Office Lease dated as of August 23, 2021, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 12/2/2021 10.36 Tenth Amendment to the Office Lease dated as of May 18, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 6/2/2022 10.37 Eleventh Amendment to the Office Lease dated as of June 28, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-K 001-37883 10.34 9/21/2022 10.38 Twelfth Amendment to the Office Lease dated as of August 31, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-K 001-37883 10.35 9/21/2022 10.39 Thirteenth Amendment to the Office Lease dated as of November 16, 2023, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 12/7/2023 10.40 Fourth Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.3 6/12/2018 10.41 Fifth Amendment to the Office Lease dated as of October 1, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/10/2018 10.42 Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.28 9/24/2019 10.43 Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.29 9/24/2019 10.44 Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/5/2019 10.45 Ninth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.5 12/3/2020 10.46 Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.42 9/21/2022 10.47 Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.43 9/21/2022 10.48 Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 6/12/2018 10.49 First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC. 10-K 001-37883 10.31 9/24/2019 10.50 Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/10/2018 10.51 First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/5/2019 10.52 Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.3 12/5/2019 10.53 Second Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 12/3/2020 10.54 Third Amendment to the Office Lease, dated as of April 30, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.50 9/21/2022 10.55 Fourth Amendment to the Office Lease, dated as of June 15, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.51 9/21/2022 10.56 Fifth Amendment to the Office Lease, dated as of July 28, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.52 9/21/2022 10.57 Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 8/27/2020 10.58 Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 9/24/2020 19.1 Insider Trading Policy. 21.1 List of significant subsidiaries of the Registrant. 23.1 Consent of Deloitte & Touche LLP, Independent 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 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.* 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.* 97.1 Compensation Recovery Policy.