Nutanix Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Letter from Our President and Chief Executive Officer

Dear Stockholders,

Fiscal year 2024 was a year of significant financial milestones and achievements. We achieved GAAP operating profitability for the full fiscal year, almost tripled our free cash flow from the previous fiscal year, and became a rule-of-40+(1)company again. All while growing annual recurring revenue at 20+% and extending our technology vision of becoming the leading platform for running all apps and managing data, anywhere.

Challenging the Status Quo

As we celebrate our 15-year anniversary, we take pride in the fact that we’ve been challengers every step of the way. In our first decade, we pioneered Hyperconverged Infrastructure (HCI) to help customers simplify and modernize their data centers away from legacy three-tier architectures. Along the way, we had to build an appliance to prove HCI’s viability, de-risk customers with an enterprise-grade hypervisor, and transform ourselves into a subscription-based software vendor that runs on any hardware platform - challenging the conventional wisdom of its time on each of those dimensions.

In just the first half of our second decade of existence, we’ve enabled our customers to run their workloads not just on-premises but also on major public cloud providers, giving them the flexibility to get the best of both worlds in a hybrid multicloud world. We’ve also created new routes to market for this platform by making it available through major server vendors as well as public cloud marketplaces.

While we are proud of those accomplishments, we have higher aspirations as a company.

Leading Platform for All Apps and Data

With the disruption in the infrastructure market due to recent acquisitions, many companies are actively reevaluating their IT strategy.

Many have invested heavily in three-tier architectures both from a hardware as well as a talent standpoint. Some of these organizations are looking at in-place replacements as an intermediate step before moving to more modern architectures like HCI or hybrid multicloud. For them, we recently announced that we are extending our platform to work with traditional three-tier setups with compute-only nodes connected to external IP-based storage. This will enable them to reuse their existing hardware while providing a staged migration to our modern hybrid multicloud platform. We expect to be in the market with our first server and external storage partners next calendar year.

Customers looking to use public clouds in a cost-effective manner are increasingly adopting our hybrid multicloud technology through Nutanix Cloud Clusters (NC2). This technology enables our customers to operate seamlessly across cloud and on-prem environments, with a single team managing both, while also allowing existing apps to be run across these environments. Customers are using NC2 for disaster recovery, elastic capacity-on-demand, geographic expansion, and “lift and shift” cloud migration.

For customers building modern apps, Kubernetes has become one of the best ways to speed up innovation as it helps developers build and ship apps faster. With the recent general availability of Nutanix Kubernetes Platform (NKP), we provide customers the platform to manage their Kubernetes clusters across any environment. And our vision is to deliver a consistent suite of storage and platform services such as databases on any cloud. By bringing these elements together, we plan to deliver a complete modern apps platform that enables customers to build their apps once and run them anywhere.

Artificial intelligence (AI) is probably the most modern of modern apps. With the recent innovations in generative AI, companies are looking to deploy models and build their own generative AI solutions for a wide array of use cases, including co-piloting, fraud detection, and customer support. We expect that generative AI apps will run both in the public cloud and on-prem. Many mission-critical generative AI apps will need to run on-prem or at the edge for co-location of data, privacy, and security reasons. To address this need and to simplify deploying generative AI for our customers, we launched GPT-in-a-Box about a year ago and are seeing good early traction.

With these innovations, Nutanix is well positioned to serve all customers, from those with legacy three-tier architectures to those that are building modern apps, to become the leading platform for runningallapplications and managing data,anywhere.

Well-Positioned for Growth

Our expanding product offerings, world-class net promoter score, and the recent industry disruption have helped us build a strong pipeline for our business and sign up an increasing number of new customers in fiscal year 2024. As we’ve said all along, this is a multi-year opportunity – a marathon rather than a sprint.

Over the last couple of years, we’ve deliberately shifted our focus to the larger enterprises where most of our total addressable market sits. To enable that move, we’ve significantly top-graded our sales teams and invested in our broader go-to-market engine to grow awareness of our offerings. We have hired more sales reps to capture the opportunity and product specialists to enable our sellers to better position our complete portfolio. As a result, we are seeing higher engagement and interest from some of the largest Forbes Global 2000 companies. While sales cycles with these large customers tend to be longer and have a greater variability in timing, outcome and deal structure, we are securing large deals at a scale our company has previously not booked.

In addition, we are now beginning to see increased leverage from our partners. In fiscal year 2024, our channel began identifying, prosecuting, and transacting business increasingly autonomously for an identified whitespace set of smaller prospective customers. Our platform partners, Cisco, Lenovo, and now Dell among others, are selling our solutions along with theirs, enabling an entirely new route to market through their sellers and getting us into companies that we previously never served. We are excited by what this can grow into and are investing into making this route more successful.

For our existing customers, renewals continue to be transacting at a healthy level both from a timing and outcome standpoint. We are pleased by this continued execution of our renewals team and expect to get even better on renewals in the coming years given our world class product and support offerings that are focused on customer outcomes.

Looking Ahead

We are entering fiscal year 2025 with a strong platform targeting hybrid multicloud environments, modern apps, and generative AI. Coupled with a reinvigorated go-to-market engine and leverage from our partners, Nutanix is well positioned for growth and value creation for stockholders.

Thank you for your continued trust and faith in us.

Rajiv Ramaswami

President and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements. This letter and the accompanying proxy statement contain forward-looking statements, which statements involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this proxy statement, 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,” “look to” 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 letter and the accompanying proxy statement include expectations regarding: extending our platform to work with traditional three-tier setups, including the availability and timing thereof; our plan to deliver a complete modern apps platform that enables customers to build their apps once and run them anywhere; generative AI trends; our goal of becoming the leading platform for running all applications and managing data, anywhere; our growth and market opportunity; our focus on larger enterprises; increased leverage from our partners; our renewals performance; and our fiscal year 2025 outlook. 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 in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 filed with the Securities and Exchange Commission on September 19, 2024. 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 proxy statement 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.

Notice of 2024 Annual Meeting of Stockholders

To Be Held Virtually on Friday, December 13, 2024

at 9:00 a.m., Pacific Time

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Internet Visit the website listed on your proxy card

Telephone Call the telephone number on your proxy card

Mail Sign, date, and return your proxy card in the enclosed envelope

Vote during the Meeting Vote online during the Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on December 13, 2024: This Notice, the Proxy Statement and the Annual Report are available at www.proxyvote.com.

To the Stockholders of Nutanix, Inc.:

On behalf of our Board of Directors, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) of Nutanix, Inc. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/NTNX2024 on Friday, December 13, 2024, at 9:00 a.m., Pacific Time.

We are holding the Annual Meeting for the following purposes:

We are also holding the Annual Meeting to conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice of 2024 Annual Meeting of Stockholders.

The record date for the Annual Meeting is October 8, 2024. Only stockholders of record of our Class A common stock at the close of business on the record date may vote at the Annual Meeting.

On or about October 22, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your notice or proxy card.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under applicable Delaware corporate law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at our address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on our investor relations website at http://ir.nutanix.com.

By Order of the Board of Directors,

Rajiv Ramaswami

President and Chief Executive Officer

San Jose, California

October 22, 2024

You are cordially invited to attend the virtual Annual Meeting. YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the Annual Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the Annual Meeting. If your shares are held of record by a broker, bank or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank or other agent.

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