of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Costs Associated with Exit or Disposal Activities. On August 4, 2026, Nutanix, Inc. (the “Company”) announced a plan to reduce its global workforce by approximately 5%, following a review of its business structure. The workforce reduction is intended to streamline and realign the Company’s organizational structure, improve operational efficiency and agility, and reallocate resources toward strategic priorities and long-term growth objectives. The ultimate scope, timing and implementation of t…

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Unregistered Sales of Equity Securities. On May 4, 2026, Nutanix, Inc. (the “ Company ”) completed the issuance and sale of 4,136,789 shares of Class A common stock of the Company, $0.000025 par value per share (the “ Shares ”), to Advanced Micro Devices, Inc. (“ AMD ”) at a purchase price of $36.26 per share, representing an aggregate purchase price in cash of approximately $150 million. The issuance and sale of the Shares were undertaken pursuant to a Stock Purchase Agreement dated February…

Regulation FD Disclosure. On April 7, 2026, Nutanix, Inc. (the “Company”) issued a press release announcing that its Board of Directors has authorized an increase of $750 million under the Company’s existing share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 19…

Regulation FD Disclosure. On February 25, 2026, the Company and AMD issued a joint press release announcing the Private Placement and a multi-year strategic partnership involving AMD funding up to $100 million for the Company to support R&D and go-to-market for integrated solutions. A copy of this press release is attached hereto as Exhibit 99.2. The information provided pursuant to this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes…

Unregistered Sales of Equity Securities. On February 23, 2026, the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”) with Advanced Micro Devices, Inc. (“ AMD ”) pursuant to which AMD agreed to purchase 4,136,789 shares of Class A common stock of the Company, $0.000025 par value per share (the “ Shares ”), at a purchase price of $36.26 per share, representing an aggregate purchase price in cash of $150 million. The Shares are to be issued in a private placement…

Results of Operations and Financial Condition. On February 25, 2026, Nutanix, Inc. (the “ Company ”) issued a press release announcing the Company’s financial results for its second fiscal quarter ended January 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1. The information provided pursuant to this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amende…

President — Tarkan Maner: The filing discloses an internal promotion where an existing executive's role was expanded to include the President title, rather than a departure or new hire.

Other Events. On December 16, 2025, Nutanix, Inc. (the “Company”) entered into an accelerated share repurchase (“ASR”) agreement with Bank of America, N.A. (the “Dealer”) to repurchase an aggregate of $300 million of shares of the Company’s Class A common stock (“Common Stock”). The ASR will be completed under the Company’s existing share repurchase authorization and will be funded with the Company’s existing cash on hand. Under the terms of the ASR agreement, on December 17, 2025, the Compan…

The filing discloses the approval of an amendment to the company's equity incentive plan, which is a compensation arrangement matter rather than a change in management or board composition.

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Director — Greg Lavender: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of an executive officer.

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Regulation FD Disclosure. On August 27, 2025, the Company issued a separate press release announcing that its Board of Directors has authorized the repurchase of up to $350 million of the Company’s Class A common stock. A copy of this press release is attached hereto as Exhibit 99.2. The information provided pursuant to this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise be subject to the…

Director — Brian Stevens: A director resigned without disagreement, representing a standard board turnover event rather than a senior executive departure.

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Director — David Humphrey: The filing discloses a routine board turnover event involving the resignation of one director and the appointment of another, with no indication of disagreement or executive-level impact.

of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Ex…

Entry into a Material Definitive Agreement. Nutanix, Inc. (the “Company”) previously reported in a Current Report on Form 8-K filed on December 10, 2024 that the Company expected to enter into an approximately $500 million revolving credit facility during the calendar quarter ending March 31, 2025. Consistent with that expectation, on February 12, 2025 (the “Effective Date”), the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, as borrower, Bank of Am…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On December 16, 2024, Nutanix, Inc. (the “Company”) issued and sold $862.5 million in aggregate principal amount of its 0.50% Convertible Senior Notes due 2029 (the “Notes”) pursuant to an indenture (the “Indenture”), dated December 16, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will bear regular interest from December 16, 2024 at a rate of 0.50% per annum, payable semian…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Regulation FD Disclosure Contemplated New Revolving Credit Facility During the calendar quarter ending March 31, 2025, Nutanix, Inc. (the “Company”) expects to enter into an approximately $500 million revolving credit facility (the “New Revolving Credit Facility”), arranged by a syndicate of financial institutions. Proceeds from the New Revolving Credit Facility, to the extent drawn, are expected to be used by the Company for general corporate purposes. The Company expects that the agreement…