NetApp, Inc.

Our future business, operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our 2026 Annual Report on Form 10-K, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2, "Management's Discussion and Analysis of Financial Conditions and Results of Operations), there have been no material changes to the Company’s risk factors since our 2026 Annual Report on Form 10-K.

Risks Related to Our Operations

We often incur expenses before receiving related benefits and make purchase commitments based on forecasted demand. It may be difficult to reduce expenses or adjust commitments quickly, or at all, if demand declines, and we may be committed to purchasing components at prices that exceed prevailing market prices.

We base our expense levels and purchase commitments partly on future revenue expectations, and a significant portion of our expenses are fixed. Reducing these fixed costs and purchase commitments quickly, or at all, can be challenging, and if our revenue falls below expectations, our operating results could be adversely impacted. During periods of uneven growth or decline, we may incur costs before realizing the anticipated benefits, which could also harm our operating results.

We have made, and will continue to make, significant investments in engineering, sales, service and support, marketing, and other functions to support and grow our business. The costs associated with these investments are likely to be recognized earlier than some of the related anticipated benefits, such as revenue growth. Additionally, the return on these investments may be lower or may develop more slowly than we expect, which could harm our business, operating results, financial condition, and cash flows.

A significant portion of our reported purchase commitments consists of firm, non-cancelable, and unconditional commitments with contract manufacturers and component suppliers. These commitments may require us to purchase materials and components at prices established in advance of delivery. If market prices for such materials or components decline, we could be obligated to acquire inventory at costs that exceed prevailing market prices, which could adversely affect our gross margins, inventory valuations, operating results, cash flows, and competitiveness. In addition, if demand for our products is lower than anticipated, we may experience excess or obsolete inventory and incur additional charges related to these commitments.