NTNX

EX-99.1

2 exh_991.htm

PRESS RELEASE

EdgarFiling

EXHIBIT 99.1

Nutanix Reports Third Quarter Fiscal 2026 Financial Results

Reports 15% YoY ARR Growth and Solid Free Cash Flow Performance

Delivers Outperformance Across All Guided Metrics

SAN JOSE, Calif., May 27, 2026 (GLOBE NEWSWIRE) -- Nutanix, Inc. (NASDAQ: NTNX), a leader in hybrid multicloud computing, today announced financial results for its third quarter ended April 30, 2026.

“We saw solid demand in the third quarter, including strong bookings, healthy new logo additions, and good free cash flow performance,” said Rajiv Ramaswami, CEO of Nutanix. “We also announced significant new innovations and partnerships in the areas of AI, modern applications and support for external storage, which will help us pursue the substantial market opportunity in front of us.”

“Our business performed well in our third quarter, as reflected in results that exceeded the high end of the range for all of our guided metrics,” said Rukmini Sivaraman, CFO of Nutanix. “We are pleased to raise our full year guidance and remain focused on driving sustainable growth and improving profitability.”

Third Quarter Fiscal 2026 Financial Summary

Q3 FY’26Q3 FY’25Y/Y Change

Annual Recurring Revenue (ARR)1$2.43 billion$2.12 billion15%

Average Contract Duration23.4 years3.1 years0.3 years

Revenue$703.1 million$639.0 million10%

GAAP Gross Margin86.9%87.0%(10) bps

Non-GAAP Gross Margin87.8%88.2%(40) bps

GAAP Operating Expenses$540.3 million$507.3 million6.5%

Non-GAAP Operating Expenses$460.5 million$426.5 million8.0%

GAAP Operating Income$70.5 million$48.6 million$21.9 million

Non-GAAP Operating Income$156.5 million$137.1 million$19.4 million

GAAP Operating Margin10.0%7.6%240 bps

Non-GAAP Operating Margin22.3%21.5%80 bps

Net Cash Provided by Operating Activities$207.5 million$218.5 million($11.0) million

Free Cash Flow$197.2 million$203.4 million($6.2) million

Reconciliations between GAAP and non-GAAP financial measures and key performance measures, to the extent available, are provided in the tables of this press release.

Recent Company Highlights

Nutanix Unveils Nutanix Agentic AI, Full Stack Software Solution to Unlock the Potential of Enterprise AI Factories: At NVIDIA GTC 2026, Nutanix announced the Nutanix Agentic AI solution, a full software stack purpose built to help customers accelerate adoption of Agentic AI for business transformation. Nutanix held its annual .NEXT conference in Chicago, IL on April 7 - 9, 2026, and made the following announcements at the event: Nutanix and NetApp Form Strategic Alliance with New Integration for a Modern Cloud Platform: Nutanix and NetApp® announced a collaboration to integrate NetApp Intelligent Data Infrastructure built on NetApp enterprise storage systems with the Nutanix Cloud Platform (NCP) solution and Nutanix AHV hypervisor later this year. Nutanix Introduces NKP Metal, Bringing Bare-Metal Kubernetes to its Platform: Nutanix announced NKP Metal which extends the Nutanix operating model and Nutanix Kubernetes Platform (NKP) solution to support Kubernetes® deployments directly on bare-metal infrastructure. Nutanix Database Platform Bolsters MongoDB Support with New Certified Integration: Nutanix announced a certified integration between the Nutanix Database Service (NDB) platform and MongoDB Ops Manager, combining infrastructure automation with database management to simplify MongoDB operations for customers. Nutanix to Extend Nutanix Agentic AI, Empowering Neoclouds to Deliver Higher Value AI Services: Nutanix announced it will introduce new capabilities in the second half of 2026 for its Nutanix Agentic AI solution that are designed to help a new generation of AI cloud providers, known as neoclouds, to deliver secure, scalable AI services to AI engineers and agentic AI developers. Nutanix Accelerates Service Provider Growth with New Cloud Capabilities and Migration Programs: Nutanix announced new platform and program enhancements for Nutanix Elevate Service Provider Program partners, including the new multitenant cloud capabilities enabled by the Nutanix Service Provider Central program designed to help partners scale and differentiate their services. Nutanix also held its Investor Day 2026 on April 7, 2026 in conjunction with its annual .NEXT conference, and made the following announcement at the event: Nutanix Announces $750 Million Increase to Share Repurchase Authorization: Nutanix announced its Board of Directors authorized an increase of $750 million of common stock to the company’s existing share repurchase program.

Fourth Quarter Fiscal 2026 Outlook

Revenue$725 - $745 million

Non-GAAP Operating Margin21% to 23%

Weighted Average Shares Outstanding (Diluted)3Approximately 292 million

Fiscal 2026 Outlook

Revenue$2.82 - $2.84 billion

Non-GAAP Operating MarginApproximately 22.5%

Free Cash Flow$760 - $780 million

Supplementary materials to this press release, including our third quarter fiscal 2026 earnin

Form 8-KFalse000161873200016187322026-02-232026-02-23iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):  February 23, 2026

NUTANIX, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3788327-0989767 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 1740 Technology Drive, Suite 150 San Jose, California 95110 (Address of Principal Executive Offices) (Zip Code) (408) 216-8360 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, $0.000025 par value per shareNTNXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. 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 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 Exchange Act or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.

Item 3.02. 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 in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering (the “Private Placement”). The Stock Purchase Agreement contains customary representations, warranties and covenants, and the closing of the transaction is subject to customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Stock Purchase Agreement does not provide for any governance or information rights beyond those applicable to the Company’s stockholders generally.

Item 7.01. 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 of Section 18 of 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

Form 8-KFalse000161873200016187322025-11-252025-11-25iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):  November 25, 2025

NUTANIX, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3788327-0989767 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 1740 Technology Drive, Suite 150 San Jose, California 95110 (Address of Principal Executive Offices) (Zip Code) (408) 216-8360 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, $0.000025 par value per shareNTNXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 25, 2025, Nutanix, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its first fiscal quarter ended October 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

The information provided pursuant to Item 2.02 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 Exchange Act or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press release issued by Nutanix, Inc. on November 25, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUTANIX, INC.

Date: November 25, 2025By: /s/ Rukmini Sivaraman Rukmini Sivaraman Chief Financial Officer