AMD invests $150M in Nutanix (NTNX) through private share purchase

Rhea-AI Filing Summary

Nutanix, Inc. disclosed that it completed a private sale of equity to raise new cash. On May 4, 2026, the company issued and sold 4,136,789 shares of its Class A common stock to Advanced Micro Devices, Inc. (AMD) at $36.26 per share, for an aggregate cash purchase price of approximately $150 million.

The transaction was completed under a Stock Purchase Agreement dated February 23, 2026 and was structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Insights

Equity capital markets analyst

Nutanix raised about $150 million in cash through a private share sale to AMD.

Nutanix issued 4,136,789 Class A shares to AMD at $36.26 per share, bringing in approximately $150 million in cash. This was executed under a February 2026 Stock Purchase Agreement as an unregistered private placement.

The deal increases Nutanix’s cash balance while adding a strategic shareholder in AMD. Because the issuance was exempt from registration under Section 4(a)(2), the shares were sold in a private transaction rather than a public offering. Actual dilution depends on Nutanix’s total shares outstanding, which is not stated in this excerpt.

Future company filings may provide more detail on any strategic or commercial aspects of the AMD relationship and how Nutanix deploys the new capital.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued: 4,136,789 shares Per-share price: $36.26 per share Aggregate purchase price: approximately $150 million +2 more

5 metrics

Shares issued 4,136,789 shares Class A common stock issued to AMD on May 4, 2026

Per-share price $36.26 per share Purchase price paid by AMD for Nutanix Class A shares

Aggregate purchase price approximately $150 million Total cash AMD paid for Nutanix shares

Securities Act exemption Section 4(a)(2) Exemption used for unregistered private placement

Par value $0.000025 per share Par value of Nutanix Class A common stock

Key Terms

Unregistered Sales of Equity Securities, Stock Purchase Agreement, private placement, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities."

Stock Purchase Agreement financial

"pursuant to a Stock Purchase Agreement dated February 23, 2026"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

private placement financial

"in a private placement exempt from registration under Section 4(a)(2)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"exempt from registration under Section 4(a)(2) of the Securities Act of 1933"

Class A common stock financial

"4,136,789 shares of Class A common stock of the Company"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Understanding 8-K Material Events →

0001618732false00016187322026-05-042026-05-04

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)

May 4, 2026

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)	(IRS Employer Identification No.)

1740 Technology Drive, Suite 150

San Jose, California 95110

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

☐ 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 3.02. 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 23, 2026 between the Company and AMD, as previously disclosed by the Company in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 25, 2026, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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: May 4, 2026	By:	/s/ Rukmini Sivaraman
		Rukmini Sivaraman
		Chief Financial Officer

FAQ

What equity transaction did Nutanix (NTNX) report with AMD?

Nutanix completed a private sale of Class A common stock to AMD. The company issued 4,136,789 shares to Advanced Micro Devices, Inc. for approximately $150 million in cash under a previously signed Stock Purchase Agreement dated February 23, 2026.

How many Nutanix (NTNX) shares were issued to AMD and at what price?

Nutanix issued 4,136,789 shares of its Class A common stock to AMD. The purchase price was $36.26 per share, resulting in an aggregate cash purchase price of approximately $150 million for the newly issued shares.

How much cash did Nutanix (NTNX) receive from AMD’s investment?

Nutanix received an aggregate cash purchase price of approximately $150 million from AMD. This amount reflects 4,136,789 newly issued Class A shares sold at $36.26 per share in a private equity transaction completed on May 4, 2026.

On what date did Nutanix (NTNX) complete the share sale to AMD?

Nutanix completed the issuance and sale of shares to AMD on May 4, 2026. This closing date marks when 4,136,789 Class A common shares were delivered to AMD for approximately $150 million in cash consideration under the Stock Purchase Agreement.

Was the Nutanix (NTNX) share sale to AMD a registered public offering?

No, the Nutanix share sale to AMD was not a registered public offering. It was completed as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, meaning the shares were sold in a non-public transaction.

What legal structure governed AMD’s purchase of Nutanix (NTNX) shares?

AMD’s purchase of Nutanix shares was governed by a Stock Purchase Agreement dated February 23, 2026. Under this agreement, Nutanix issued 4,136,789 Class A common shares to AMD in a private placement exempt from registration under Section 4(a)(2).

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.2 KB