Nutanix, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.000025 — hich registered Class A Common Stock, $0.000025 par value per share NTNX The Nasdaq
• $300 million — "Dealer") to repurchase an aggregate of $300 million of shares of the Company's Class A comm
• $300 m — ake an initial payment to the Dealer of $300 million, and expects to receive an initia

Filing Documents

• ntnx-20251216.htm (8-K) — 48KB
• ntnx-ex99_1.htm (EX-99.1) — 14KB
• 0001193125-25-321799.txt ( ) — 178KB
• ntnx-20251216.xsd (EX-101.SCH) — 30KB
• ntnx-20251216_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. 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 Company will make an initial payment to the Dealer of $300 million, and expects to receive an initial delivery of approximately 4,972,032 shares of Common Stock on December 17, 2025. The final number of shares to be repurchased will be based on the volume-weighted average price of the Common Stock on specified dates during the term of the ASR, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR agreement. At settlement, the Dealer may be required to deliver additional shares of Common Stock to the Company, or, under certain circumstances, the Company may be required to make a cash payment or deliver shares of Common Stock to the Dealer. The final settlement of the ASR is expected to occur before the end of January 2026, but may be completed earlier at the election of the Dealer. The ASR agreement contains customary terms for agreements of this type, including, but not limited to, provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which the transaction may be accelerated, extended or terminated early by the Dealer, and various acknowledgments, representations and warranties made by the Company and the Dealer to one another. The Dealer performs and provides other banking, investment banking and/or advisory services for the Company from time to time for which it receives customary fees and compensation. A copy of the press release announcing the Company

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release issued by Nutanix, Inc. on December 17, 2025 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES 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: December 17, 2025 By: /s/ Rukmini Sivaraman Rukmini Sivaraman Chief Financial Officer

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View this 8-K filing on SEC EDGAR