Nutanix, Inc.
For the period ended Jul 31, 2025. Filed Sep 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Sep 24, 2025
NTNX$59.49+1.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number · Exhibit Title · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 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 | Specimen Class A Common Stock Certificate of the Registrant. | S-1/A | 333-208711 | 4.2 | 4/4/2016 |
| 4.2 | Description of Class A Common Stock. | 10-K | 001-37883 | 4.4 | 9/21/2023 |
| 4.3 | 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 |
| 4.4 | Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.3). | 8-K | 001-37883 | 4.2 | 9/23/2021 |
| 4.5 | Indenture, dated as of December 16, 2024, by and between the Registrant and U.S. Bank Trust Company National Association, as Trustee. | 8-K | 001-37883 | 4.1 | 12/16/2024 |
| 4.6 | Form of 0.50% Convertible Senior Notes due 2029 (included in Exhibit 4.5) | 8-K | 001-37883 | 4.2 | 12/16/2024 |
| 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 (Fiscal Year 2023) under the 2016 Equity Incentive Plan. | 10-K | 001-37883 | 10.8 | 9/21/2022 |
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number · Exhibit Title · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 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-K | 001-37883 | 10.11 | 9/19/2024 |
| 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+ | Form of Global Restricted Stock Unit Agreement for the Stock Price Performance-Based Restricted Stock Units under the 2016 Equity Incentive Plan. | 8-K | 001-37883 | 10.1 | 1/9/2024 |
| 10.17+†† | 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 |
| 10.18+ | Offer Letter, dated as of April 29, 2024, by and between the Registrant and Brian Martin. | 10-K | 001-37883 | 10.21 | 9/19/2024 |
| 10.19+ | Senior Advisor Agreement, dated as of September 3, 2024, by and between the Registrant and David Sangster. | 10-K | 001-37883 | 10.22 | 9/19/2024 |
| 10.20+ | Change of Control and Severance Policy. | 10-K | 001-37883 | 10.16 | 9/21/2022 |
| 10.21+ | Executive Severance Policy. | 10-K | 001-37883 | 10.17 | 9/21/2021 |
| 10.22† | 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 |
| 10.23†† | 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 |
| 10.24 | 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 |
| 10.25† | 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 |
| 10.26† | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number · Exhibit Title · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 10.27 | 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 |
| 10.28 | 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 |
| 10.29 | 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 |
| 10.30 | 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 |
| 10.31 | 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 |
| 10.32 | 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 |
| 10.33 | 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 |
| 10.34 | 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 |
| 10.35 | 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 |
| 10.36 | 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 |
| 10.37 | 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 |
| 10.38 | 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 |
| 10.39 | 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 |
| 10.40 | 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 |
| 10.41†† | 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 |
| 10.42 | 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 |
| 10.43 | 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Title | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 10.44 | 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 | |
| 10.45 | 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 | |
| 10.46†† | 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 | |
| 10.47 | 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 | |
| 10.48 | 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 | |
| 10.49†† | 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 | |
| 10.50 | 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 | |
| 10.51 | 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 | |
| 10.52 | 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 | |
| 10.53 | 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 | |
| 10.54 | 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 | |
| 10.55 | 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 | |
| 10.56††† | Credit Agreement, dated as of February 12, 2025, among Nutanix, Inc., as borrower, Bank of America, N.A., as administrative agent, collateral agent and L/C issuer, and the lenders party thereto. | 8-K | 001-37883 | 10.1 | 2/12/2025 | |
| 19.1 | Insider Trading Policy. | X | ||||
| 21.1 | List of significant subsidiaries of the Registrant. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | X | ||||
| 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. | X | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Title | Form | File No. | Exhibit | FilingDate | FiledHerewith |
| 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. · 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 | ||||||
| 97.1 | Compensation Recovery Policy. | 10-K | 001-37883 | 97.1 | 09/19/2024 | |
| 101.INS | Inline XBRL Instance Document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101. | Inline XBRL Taxonomy Extension Definition. | X | ||||
| 101. | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X | ||||
† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.
†† Certain confidential information contained in this exhibit was omitted by means of marking such portions with brackets because the identified confidential information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
††† The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule or exhibit, or any section thereof, to the SEC upon request.
- These exhibits are furnished with this Annual Report on Form 10-K 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.