[8-K] Nutanix, Inc. Reports Material Event

Rhea-AI Filing Summary

Nutanix, Inc. disclosed in this Form 8-K that it issued press releases on August 27, 2025 announcing its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2025, and separately announcing that the Board authorized a share repurchase program of up to $350 million of Class A common stock. The filing attaches the two press releases as Exhibits 99.1 and 99.2 and states the furnished (not filed) status of those exhibits. The filing does not include the underlying financial figures or additional terms of the repurchase authorization.

Positive

• Board authorized a $350 million repurchase of Class A common stock, enabling potential shareholder returns
• Company furnished press releases announcing fourth-quarter and fiscal-year results, indicating timely investor communication

Negative

• None.

Insights

Financial Analyst

TL;DR: Board approved a $350M share repurchase; company announced quarterly and annual results via press release, but figures are not included here.

The repurchase authorization for up to $350 million is a material capital-allocation action that can support EPS and return capital to shareholders depending on execution. The filing confirms press releases were furnished announcing fourth-quarter and fiscal-year results, but this 8-K does not provide revenue, profit, or cash-flow metrics, so investors must review Exhibit 99.1 for the actual operating and financial performance. The furnished-not-filed status limits incorporation into other SEC filings absent specific reference.

Corporate Governance Expert

TL;DR: Authorization of a $350M repurchase signals board-level approval for share buybacks but the filing lacks execution details and financial context.

The Board's authorization is a governance-level decision that enables management to repurchase shares, subject to timing and market conditions. The 8-K confirms the action but does not state start/end dates, authorization period, or repurchase mechanics. Without disclosed buyback timing or the company’s liquidity position and detailed results, the governance implications are limited to the existence of authority rather than confirmed shareholder benefit.

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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):  August 27, 2025

_______________________________

NUTANIX, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-37883	27-0989767
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.000025 par value per share	NTNX	The 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 August 27, 2025, Nutanix, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fourth fiscal quarter and fiscal year ended July 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 7.01. 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 liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the rules and regulations of 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 August 27, 2025
99.2		Press release issued by Nutanix, Inc. on August 27, 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: August 27, 2025	By:	/s/ Rukmini Sivaraman
		Rukmini Sivaraman
		Chief Financial Officer

FAQ

What did Nutanix (NTNX) announce in this 8-K?

The company announced it issued press releases for its fourth fiscal quarter and fiscal year ended July 31, 2025, and that its Board authorized a $350 million repurchase of Class A common stock.

Does the 8-K include Nutanix's financial results for the quarter or year?

No. The 8-K states press releases announcing the financial results were furnished as Exhibits 99.1 and 99.2, but the filing itself does not include the underlying financial figures.

Is the $350 million repurchase program already underway?

The filing only states the Board authorized repurchase of up to $350 million; it does not provide start dates, duration, or execution details.

Are the attached press releases considered "filed" with the SEC?

No. The 8-K specifies the press releases are being furnished, not deemed "filed" for purposes of Section 18 of the Exchange Act.

Where can I find the detailed financial metrics referenced in the filing?

The detailed metrics should be in the press release attached as Exhibit 99.1; this 8-K does not include those numbers.