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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): February 23, 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) | (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 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 filing under the Securities Act of 1933, as amended, 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.
Cautionary Note Concerning Forward-Looking Statements
This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, contains express and implied forward-looking statements including, but not limited to, statements about the strategic partnership and the joint development of an AI infrastructure platform; the benefits and impact of the strategic partnership; the parties’ commitment to an open ecosystem for AI; the expected timeline for availability of the jointly-developed platform; the expected performance, features, and functionality of the jointly-developed platform; expectations regarding the development of enterprise AI infrastructure within the industry; anticipated R&D and go‑to‑market funding commitments; expectations regarding the market demand for and adoption of the jointly-developed platform; and the closing of the Private Placement. These forward-looking statements are not historical facts and instead are based on the Company’s current expectations, estimates, opinions, and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of these forward-looking statements depends upon future events and involves risks, uncertainties, and other factors that may cause these statements to be inaccurate and cause the Company’s actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, but not limited to: the ability of both parties to execute on their respective obligations under the strategic partnership; the ability to obtain required regulatory clearances, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; the ability to successfully integrate technologies and realize the anticipated benefits of the strategic partnership; risks that anticipated R&D and go-to-market funding commitments, including the timing, amount, and conditions thereof, may not be fully realized; risks that the jointly-developed platform may not be developed on the targeted timeline or at all; risks that the strategic partnership may not generate the anticipated revenue synergies, if any; the intense competition in the AI infrastructure market; risks related to adoption of, and participation by third parties in, an open AI ecosystem; and other risks detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the SEC on September 24, 2025 and subsequent quarterly reports and other filings with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by law, the Company assumes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | | Description |
| | | |
| 99.1 | | Press release issued by Nutanix, Inc. on February 25, 2026 | | |
| 99.2 | | Joint press release issued by Nutanix, Inc. and Advanced Micro Devices, Inc. on February 25, 2026 |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
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: February 25, 2026 | By: | /s/ Rukmini Sivaraman |
| | | Rukmini Sivaraman |
| | | Chief Financial Officer |
| | | |
EXHIBIT 99.1
Nutanix Reports Second Quarter Fiscal 2026 Financial Results
Delivers Outperformance Across All Guided Metrics
SAN JOSE, Calif., Feb. 25, 2026 (GLOBE NEWSWIRE) -- Nutanix, Inc. (NASDAQ: NTNX), a leader in hybrid multicloud computing, today announced financial results for its second quarter ended January 31, 2026.
“Our business performed solidly in the second quarter, including strong bookings, strong new logo additions, and solid free cash flow performance,” said Rajiv Ramaswami, CEO of Nutanix. “Our opportunities with AI, modern applications, hybrid multicloud, and support for external storage provide us with a strong foundation for multi-year growth.”
“We saw healthy demand in our second quarter, as reflected in results that exceeded the high end of the range for all of our guided metrics. However, as the quarter progressed, we saw supply chain constraints driving longer server lead times for our customers,” said Rukmini Sivaraman, CFO of Nutanix. “We expect this dynamic to have some impact on the timing of our near-term revenue and free cash flow. We have factored this in our Q3 and updated full-year guidance. Bookings expectations are higher than before. Revenue and free cash flow from these bookings are expected to be realized later.”
Second Quarter Fiscal 2026 Financial Summary
| | Q2 FY’26 | Q2 FY’25 | Y/Y Change |
| Annual Recurring Revenue (ARR)1 | $2.36 billion | $2.03 billion | 16% |
| Average Contract Duration2 | 3.1 years | 3.0 years | 0.1 year |
| Revenue | $722.8 million | $654.7 million | 10% |
| GAAP Gross Margin | 87.4% | 87.0% | 40 bps |
| Non-GAAP Gross Margin | 88.6% | 88.3% | 30 bps |
| GAAP Operating Expenses | $547.4 million | $504.0 million | 9% |
| Non-GAAP Operating Expenses | $451.2 million | $417.0 million | 8% |
| GAAP Operating Income | $84.1 million | $65.4 million | $18.7 million |
| Non-GAAP Operating Income | $189.0 million | $161.3 million | $27.7 million |
| GAAP Operating Margin | 11.6% | 10.0% | 160 bps |
| Non-GAAP Operating Margin | 26.2% | 24.6% | 160 bps |
| Net Cash Provided by Operating Activities | $197.3 million | $221.7 million | $(24.4) million |
| Free Cash Flow | $191.4 million | $187.1 million | $4.3 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 Listed in AWS “ICMP” for the US Federal Government: Nutanix announced that the Nutanix Cloud Platform (NCP) solution has been listed in the AWS Marketplace for the U.S. Intelligence Community (ICMP).
- Nutanix Expands Capabilities to Help Customers Build and Operate Distributed Sovereign Clouds: Nutanix announced new capabilities in its NCP solution to give organizations greater flexibility to deploy and govern their infrastructure across distributed environments without sacrificing unified management or operational simplicity.
- Nutanix Completes $300 Million Accelerated Share Repurchase: Nutanix completed a $300 million accelerated share repurchase of its common stock during the second quarter under its existing share repurchase authorization.
- Reminder for Investor Day 2026: Nutanix will be holding its Investor Day 2026 in conjunction with its annual .NEXT user conference on April 7, 2026 in Chicago.
Third Quarter Fiscal 2026 Outlook
| Revenue | $680 - $690 million |
| Non-GAAP Operating Margin | 16% to 17% |
| Weighted Average Shares Outstanding (Diluted)3 | Approximately 288 million |
Fiscal 2026 Outlook
| Revenue | $2.80 - $2.84 billion |
| Non-GAAP Operating Margin | 21% to 22% |
| Free Cash Flow | $745 - $775 million |
Supplementary materials to this press release, including our second quarter fiscal 2026 earnings presentation, can be found at https://ir.nutanix.com/financial/quarterly-results.
Webcast and Conference Call Information
Nutanix executives will discuss the Company’s second quarter fiscal 2026 financial results on a conference call today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. Interested parties may access the conference call by registering at this link to receive dial in details and a unique PIN number. The conference call will also be webcast live on the Nutanix Investor Relations website at ir.nutanix.com. An archived replay of the webcast will be available on the Nutanix Investor Relations website at ir.nutanix.com shortly after the call.
Footnotes
1Annual Recurring Revenue, or ARR, is defined as the sum of ACV for all subscription contracts from all customers in effect as of the end of a specific period, assuming any subscription contract that expires is renewed on its existing terms. ARR excludes the value of professional services, non-portable software and support contracts and hardware sales. For the purposes of this calculation, we generally assume that the contract term begins on the date when the software is made available to the customer. ACV is defined as the total annualized value of a contract. The total annualized value for a contract is calculated by dividing the total value of the contract by the number of years in the term of such contract. Beginning with the first quarter of fiscal 2026, our methodology for calculating ARR was updated to align more closely with the timing of when licenses are made available to customers. For comparability purposes, ARR for all prior periods have been adjusted to conform to the updated methodology.
2Average Contract Duration represents the dollar-weighted term, calculated on a billings basis, across all subscription contracts, as well as our limited number of life-of-device contracts, using an assumed term of five years for life-of-device licenses, executed in the period.
3 Weighted average share count used in computing diluted non-GAAP net income per share.
Non-GAAP Financial Measures and Other Key Performance Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, this press release includes the following non-GAAP financial and other key performance measures: non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, free cash flow, Annual Recurring Revenue (or ARR), and Average Contract Duration. In computing non-GAAP financial measures, we exclude certain items such as stock-based compensation and the related income tax impact, costs associated with our acquisitions (such as amortization of acquired intangible assets, income tax-related impact, and other acquisition-related costs), litigation settlement accruals and legal fees related to certain litigation matters, the amortization and conversion of the debt discount and issuance costs related to debt, interest expense related to debt, inducement expense related to the repurchase of convertible senior notes, and other non-recurring transactions and the related tax impact. Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, and non-GAAP operating margin are financial measures which we believe provide useful information to investors because they provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures such as stock-based compensation expense that may not be indicative of our ongoing core business operating results. Free cash flow is a performance measure that we believe provides useful information to our management and investors about the amount of cash generated by the business after capital expenditures, and we define free cash flow as net cash provided by operating activities less purchases of property and equipment. ARR is a performance measure that we believe provides useful information to our management and investors as it allows us to better track the top-line growth of our subscription business (including our ability to acquire subscriptions with new customers and to retain and expand with existing customers), while normalizing for differences in contract durations. Our calculation of ARR is not adjusted for the impact of any known or projected future events (such as customer cancellations, expansion or contraction of existing customers relationships or price increases or decreases) that may cause any subscription contract not to be renewed on its existing terms. ARR is a performance measure that should be viewed independently of revenue and does not represent our revenue under GAAP on an annualized basis or a forecast of GAAP revenue. Investors should not place undue reliance on ARR as an indicator of our future or expected results. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled performance measures presented by other companies. We use these non-GAAP financial and key performance measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. However, these non-GAAP financial and key performance measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, and free cash flow are not substitutes for gross margin, operating expenses, operating income, operating margin, and net cash provided by operating activities, respectively. There is no GAAP measure that is comparable to ARR or Average Contract Duration, so we have not reconciled the ARR or Average Contract Duration data included in this press release to any GAAP measure. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. We urge you to review the reconciliation of our non-GAAP financial measures and key performance measures to the most directly comparable GAAP financial measures included below in the tables captioned “Reconciliation of GAAP to Non-GAAP Profit Measures” and “Reconciliation of GAAP Net Cash Provided By Operating Activities to Non-GAAP Free Cash Flow,” and not to rely on any single financial measure to evaluate our business. This press release also includes the following forward-looking non-GAAP financial measures as part of our third quarter fiscal 2026 outlook and/or our fiscal 2026 outlook: non-GAAP operating margin and free cash flow. We are unable to reconcile these forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures without unreasonable efforts, as we are currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact the GAAP financial measures for these periods but would not impact the non-GAAP financial measures.
Forward-Looking Statements
This press release contains express and implied forward-looking statements, including, but not limited to, statements regarding: our business trends, momentum and prospects; the opportunities that provide us with a strong foundation for multi-year growth; the expected impact of supply chain constraints on the timing of our revenue and free cash flow; our third quarter fiscal 2026 outlook; and our fiscal 2026 outlook.
These forward-looking statements are not historical facts and instead are based on our current expectations, estimates, opinions, and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of these forward-looking statements depends upon future events and involves risks, uncertainties, and other factors, including factors that may be beyond our control, that may cause these statements to be inaccurate and cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: the inherent uncertainty or assumptions and estimates underlying our projections and guidance, which are necessarily speculative in nature; any failure to successfully implement or realize the full benefits of, or unexpected difficulties or delays in successfully implementing or realizing the full benefits of, our business plans, strategies, initiatives, vision, objectives, momentum, prospects and outlook; our ability to achieve, sustain and/or manage future growth effectively; the rapid evolution of the markets in which we compete, including the introduction, or acceleration of adoption of, competing solutions, including public cloud infrastructure; failure to timely and successfully meet our customer needs; delays in or lack of customer or market acceptance of our new solutions, products, services, product features or technology; macroeconomic or geopolitical uncertainty; our ability to attract, recruit, train, retain, and, where applicable, ramp to full productivity, qualified employees and key personnel; factors that could result in the significant fluctuation of our future quarterly operating results (including anticipated changes to our revenue and product mix, the timing and magnitude of orders, shipments and acceptance of our solutions in any given quarter, including due to supply chain constraints or component availability, our ability to attract new and retain existing end-customers, changes in the pricing and availability of certain components of our solutions, and fluctuations in demand and competitive pricing pressures for our solutions); our ability to form new or maintain and strengthen existing strategic alliances and partnerships, as well as our ability to manage any changes thereto; our ability to make share repurchases; and other risks detailed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the U.S. Securities and Exchange Commission, or the SEC, on September 24, 2025 and subsequent quarterly reports. Additional information will be set forth in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2026, which should be read in conjunction with this press release and the financial results included herein. Our SEC filings are available on the Investor Relations section of our website at ir.nutanix.com and on the SEC's website at www.sec.gov. These forward-looking statements speak only as of the date of this press release and, except as required by law, we assume no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.
About Nutanix
Nutanix is a hybrid multicloud computing leader, offering organizations a unified software platform for running applications and AI and managing data anywhere. With Nutanix, organizations can simplify operations for traditional and modern applications, freeing them to focus on business goals. Trusted by more than 30,000 customers worldwide, Nutanix helps empower organizations to transform digitally and power hybrid multicloud environments consistently, simply, and cost-effectively. Learn more at www.nutanix.com or follow us on social media.
© 2026 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or unregistered trademarks of Nutanix, Inc. (“Nutanix”) in the United States and other countries. Other brand names or marks mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This press release is for informational purposes only and nothing herein constitutes a warranty or other binding commitment by Nutanix.
Investor Contact:
Richard Valera
ir@nutanix.com
Media Contact:
Jennifer Massaro
pr@nutanix.com
| | |
NUTANIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
| | |
| | | As of | |
| | | July 31,
2025 | | | January 31,
2026 | |
| | | (in thousands) | |
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 769,502 | | | $ | 603,402 | |
| Short-term investments | | | 1,223,234 | | | | 1,270,647 | |
| Accounts receivable, net | | | 337,967 | | | | 260,597 | |
| Deferred commissions—current | | | 153,072 | | | | 147,491 | |
| Prepaid expenses and other current assets | | | 105,391 | | | | 184,007 | |
| Total current assets | | | 2,589,166 | | | | 2,466,144 | |
| Property and equipment, net | | | 142,814 | | | | 131,677 | |
| Operating lease right-of-use assets | | | 134,526 | | | | 191,068 | |
| Deferred commissions—non-current | | | 189,221 | | | | 187,010 | |
| Intangible assets, net | | | 2,615 | | | | 2,227 | |
| Goodwill | | | 185,235 | | | | 185,235 | |
| Other assets—non-current | | | 39,617 | | | | 113,572 | |
| Total assets | | $ | 3,283,194 | | | $ | 3,276,933 | |
| Liabilities and Stockholders’ Deficit | | | | | | |
| Current liabilities: | | | | | | |
| Accounts payable | | $ | 81,599 | | | $ | 96,120 | |
| Accrued compensation and benefits | | | 230,498 | | | | 214,909 | |
| Accrued expenses and other current liabilities | | | 24,187 | | | | 27,020 | |
| Deferred revenue—current | | | 1,054,023 | | | | 1,119,455 | |
| Operating lease liabilities—current | | | 23,234 | | | | 33,059 | |
| Total current liabilities | | | 1,413,541 | | | | 1,490,563 | |
| Deferred revenue—non-current | | | 1,058,731 | | | | 1,077,643 | |
| Operating lease liabilities—non-current | | | 115,754 | | | | 163,671 | |
| Convertible senior notes, net | | | 1,343,818 | | | | 1,346,260 | |
| Other liabilities—non-current | | | 45,870 | | | | 30,083 | |
| Total liabilities | | | 3,977,714 | | | | 4,108,220 | |
| Stockholders’ deficit: | | | | | | |
| Common stock | | | 7 | | | | 7 | |
| Additional paid-in capital | | | 4,200,466 | | | | 4,151,032 | |
| Accumulated other comprehensive income | | | 700 | | | | 4,057 | |
| Accumulated deficit | | | (4,895,693 | ) | | | (4,986,383 | ) |
| Total stockholders’ deficit | | | (694,520 | ) | | | (831,287 | ) |
| Total liabilities and stockholders’ deficit | | $ | 3,283,194 | | | $ | 3,276,933 | |
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
| | | | | | | |
| | | Three Months Ended
January 31, | | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | | | 2025 | | | 2026 | |
| | | (in thousands, except per share data) | |
| Revenue: | | | | | | | | | | | | |
| Product | | $ | 354,187 | | | $ | 387,364 | | | $ | 656,106 | | | $ | 736,367 | |
| Support, maintenance and other services | | | 300,534 | | | | 335,461 | | | | 589,571 | | | | 657,034 | |
| Total revenue | | | 654,721 | | | | 722,825 | | | | 1,245,677 | | | | 1,393,401 | |
| Cost of revenue: | | | | | | | | | | | | |
| Product (1)(2) | | | 8,823 | | | | 5,674 | | | | 17,193 | | | | 9,966 | |
| Support, maintenance and other services (1) | | | 76,465 | | | | 85,599 | | | | 150,765 | | | | 168,777 | |
| Total cost of revenue | | | 85,288 | | | | 91,273 | | | | 167,958 | | | | 178,743 | |
| Gross profit | | | 569,433 | | | | 631,552 | | | | 1,077,719 | | | | 1,214,658 | |
| Operating expenses: | | | | | | | | | | | | |
| Sales and marketing (1)(2) | | | 261,382 | | | | 277,543 | | | | 514,783 | | | | 562,776 | |
| Research and development (1) | | | 182,785 | | | | 202,259 | | | | 356,744 | | | | 389,741 | |
| General and administrative (1) | | | 59,828 | | | | 67,613 | | | | 113,504 | | | | 128,669 | |
| Total operating expenses | | | 503,995 | | | | 547,415 | | | | 985,031 | | | | 1,081,186 | |
| Income from operations | | | 65,438 | | | | 84,137 | | | | 92,688 | | | | 133,472 | |
| Other (expense) income, net | | | (355 | ) | | | 13,368 | | | | 9,218 | | | | 29,607 | |
| Income before provision for (benefit from) income taxes | | | 65,083 | | | | 97,505 | | | | 101,906 | | | | 163,079 | |
| Provision for (benefit from) income taxes | | | 8,656 | | | | (5,517 | ) | | | 15,553 | | | | (2,039 | ) |
| Net income | | $ | 56,427 | | | $ | 103,022 | | | $ | 86,353 | | | $ | 165,118 | |
| Net income per share attributable to Class A common stockholders, basic | | $ | 0.21 | | | $ | 0.38 | | | $ | 0.32 | | | $ | 0.61 | |
| Net income per share attributable to Class A common stockholders, diluted | | $ | 0.19 | | | $ | 0.36 | | | $ | 0.30 | | | $ | 0.57 | |
| Weighted average shares used in computing net income per share attributable to Class A common stockholders, basic | | | 267,138 | | | | 268,282 | | | | 266,842 | | | | 269,077 | |
| Weighted average shares used in computing net income per share attributable to Class A common stockholders, diluted | | | 293,351 | | | | 291,910 | | | | 291,086 | | | | 294,214 | |
________________________
(1) Includes the following stock-based compensation expense:
| | | Three Months Ended
January 31, | | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Product cost of revenue | | $ | 812 | | | $ | 427 | | | $ | 2,024 | | | $ | 786 | |
| Support, maintenance and other services cost of revenue | | | 7,325 | | | | 8,167 | | | | 14,145 | | | | 14,422 | |
| Sales and marketing | | | 21,397 | | | | 22,754 | | | | 42,045 | | | | 40,514 | |
| Research and development | | | 46,765 | | | | 51,105 | | | | 90,327 | | | | 90,606 | |
| General and administrative | | | 17,129 | | | | 20,111 | | | | 33,636 | | | | 33,996 | |
| Total stock-based compensation expense | | $ | 93,428 | | | $ | 102,564 | | | $ | 182,177 | | | $ | 180,324 | |
(2) Includes the following amortization of intangible assets:
| | | Three Months Ended
January 31, | | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Product cost of revenue | | $ | 767 | | | $ | 106 | | | $ | 1,534 | | | $ | 212 | |
| Sales and marketing | | | 88 | | | | 88 | | | | 176 | | | | 176 | |
| Total amortization of intangible assets | | $ | 855 | | | $ | 194 | | | $ | 1,710 | | | $ | 388 | |
| | |
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
| | | | |
| | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Cash flows from operating activities: | | | | | | |
| Net income | | $ | 86,353 | | | $ | 165,118 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | | 36,427 | | | | 36,422 | |
| Stock-based compensation | | | 182,177 | | | | 180,324 | |
| Amortization of debt discount and issuance costs | | | 1,185 | | | | 2,724 | |
| Inducement expense from partial repurchase of the 2027 Notes | | | 11,347 | | | | — | |
| Operating lease cost, net of accretion | | | 13,962 | | | | 15,875 | |
| Other | | | (2,130 | ) | | | (5,822 | ) |
| Changes in operating assets and liabilities: | | | | | | |
| Accounts receivable, net | | | (72,745 | ) | | | (10,515 | ) |
| Deferred commissions | | | 20,577 | | | | 7,792 | |
| Prepaid expenses and other assets | | | (5,833 | ) | | | (68,206 | ) |
| Accounts payable | | | (334 | ) | | | 17,182 | |
| Accrued compensation and benefits | | | 7,792 | | | | (8,720 | ) |
| Accrued expenses and other liabilities | | | (1,680 | ) | | | (12,031 | ) |
| Operating leases, net | | | (15,754 | ) | | | (14,675 | ) |
| Deferred revenue | | | 122,077 | | | | 88,703 | |
| Net cash provided by operating activities | | | 383,421 | | | | 394,171 | |
| Cash flows from investing activities: | | | | | | |
| Maturities of investments | | | 162,139 | | | | 431,724 | |
| Purchases of investments | | | (493,156 | ) | | | (472,824 | ) |
| Sales of investments | | | — | | | | 2,000 | |
| Purchases of property and equipment | | | (44,438 | ) | | | (28,247 | ) |
| Net cash used in investing activities | | | (375,455 | ) | | | (67,347 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from sales of shares through employee equity incentive plans | | | 29,300 | | | | 29,035 | |
| Taxes paid related to net share settlement of equity awards | | | (148,194 | ) | | | (137,024 | ) |
| Proceeds from the issuance of convertible notes, net of issuance costs | | | 848,010 | | | | — | |
| Payment of third-party debt issuance costs | | | (2,771 | ) | | | — | |
| Partial repurchase of the 2027 Notes | | | (95,453 | ) | | | — | |
| Repurchases of common stock | | | (220,100 | ) | | | (383,098 | ) |
| Other financing activities, net | | | (1,945 | ) | | | (1,837 | ) |
| Net cash provided by (used in) financing activities | | | 408,847 | | | | (492,924 | ) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | $ | 416,813 | | | $ | (166,100 | ) |
| Cash, cash equivalents and restricted cash—beginning of period | | | 655,662 | | | | 769,517 | |
| Cash, cash equivalents and restricted cash—end of period | | $ | 1,072,475 | | | $ | 603,417 | |
| Restricted cash (1) | | | 314 | | | | 15 | |
| Cash and cash equivalents—end of period | | $ | 1,072,161 | | | $ | 603,402 | |
| Supplemental disclosures of cash flow information: | | | | | | |
| Cash paid for income taxes | | $ | 19,283 | | | $ | 19,813 | |
| Supplemental disclosures of non-cash investing and financing information: | | | | | | |
| Purchases of property and equipment included in accounts payable and accrued and other liabilities | | $ | 1,601 | | | $ | 4,285 | |
| Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other liabilities | | $ | 11,460 | | | $ | 6,554 | |
________________________
(1) Included within other assets—non-current in the condensed consolidated balance sheets.
| | |
Disaggregation of Revenue
(Unaudited)
| |
| | | | | | | |
| | | Three Months Ended
January 31, | | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Disaggregation of revenue: | | | | | | | | | | | | |
| Subscription revenue | | $ | 624,418 | | | $ | 690,531 | | | $ | 1,185,114 | | | $ | 1,328,371 | |
| Professional services and other revenue (1) | | | 30,303 | | | | 32,294 | | | | 60,563 | | | | 65,030 | |
| Total revenue | | $ | 654,721 | | | $ | 722,825 | | | $ | 1,245,677 | | | $ | 1,393,401 | |
_________________________
(1) Prior to fiscal 2026, these amounts were presented as separate line items, Professional services and Other non-subscription product, as described below. Prior period amounts have been updated to conform to the current period presentation.
Subscription revenue — Subscription revenue includes any performance obligation which has a defined term, and is generated from the sales of software entitlement subscriptions, support subscriptions, subscription software licenses and cloud-based software-as-a-service, or SaaS, offerings.
- Ratable — We recognize revenue from software entitlement subscriptions, support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software entitlement subscriptions and support subscriptions.
- Upfront — We generally recognize revenue from our subscription software licenses upfront upon the transfer of control to the customer. For sales of our software purchased alongside a server from an OEM or other partner, revenue is typically recognized upon shipment of the server. For sales of software sold separately from a server, revenue is typically recognized when the software is made available to the customer.
Professional services and other revenue — Includes Professional services revenue and Other non-subscription product revenue, as described below:
- Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed. Professional services revenue was approximately $28.0 million and $55.3 million for the three and six months ended January 31, 2025, respectively, and $30.4 million and $59.3 million for the three and six months ended January 31, 2026, respectively.
- Other non-subscription product revenue — Includes Non-portable software revenue and Hardware revenue, which were immaterial for the periods presented.
| | |
Annual Recurring Revenue
(Unaudited)
| |
| | | | |
| | | As of January 31, | |
| | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Annual Recurring Revenue (ARR) (1) | | $ | 2,027,337 | | | $ | 2,355,623 | |
________________________
(1) Beginning with the first quarter of fiscal 2026, our methodology for calculating ARR was updated to align more closely with the timing of when licenses are made available to customers. Prior period amounts have been updated to conform to current quarter methodology.
| | |
Remaining Performance Obligations
(Unaudited)
| |
| | | | |
| | | As of January 31, | |
| | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Remaining performance obligations: | | | | | | |
| Current | | $ | 1,226,382 | | | $ | 1,438,311 | |
| 13-36 months | | | 888,098 | | | | 1,101,497 | |
| Thereafter | | | 221,571 | | | | 357,054 | |
| Total | | $ | 2,336,051 | | | $ | 2,896,862 | |
| | | | | |
Reconciliation of GAAP to Non-GAAP Profit Measures
(Unaudited)
|
| | | | | | | | | | |
| | | GAAP | | | Non-GAAP Adjustments | | | Non-GAAP | |
| | | Three Months
Ended
January 31, 2026 | | | (1) | | | (2) | | | (3) | | | (4) | | | (5) | | | Three Months
Ended
January 31, 2026 | |
| | | (in thousands, except percentages and per share data) | |
| Gross profit | | $ | 631,552 | | | $ | 8,594 | | | $ | 106 | | | $ | — | | | $ | — | | | $ | — | | | $ | 640,252 | |
| Gross margin | | | 87.4 | % | | | 1.2 | % | | | — | | | | — | | | | — | | | | — | | | | 88.6 | % |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | | | 277,543 | | | | (22,754 | ) | | | (88 | ) | | | — | | | | — | | | | — | | | | 254,701 | |
| Research and development | | | 202,259 | | | | (51,105 | ) | | | — | | | | — | | | | — | | | | — | | | | 151,154 | |
| General and administrative | | | 67,613 | | | | (20,111 | ) | | | — | | | | (2,143 | ) | | | — | | | | — | | | | 45,359 | |
| Total operating expenses | | | 547,415 | | | | (93,970 | ) | | | (88 | ) | | | (2,143 | ) | | | — | | | | — | | | | 451,214 | |
| Income from operations | | | 84,137 | | | | 102,564 | | | | 194 | | | | 2,143 | | | | — | | | | — | | | | 189,038 | |
| Operating margin | | | 11.6 | % | | | 14.3 | % | | | — | | | | 0.3 | % | | | — | | | | — | | | | 26.2 | % |
| Net income | | $ | 103,022 | | | $ | 102,564 | | | $ | 194 | | | $ | 2,143 | | | $ | 2,995 | | | $ | (46,597 | ) | | $ | 164,321 | |
| Weighted shares outstanding, basic | | | 268,282 | | | | | | | | | | | | | | | | | | | 268,282 | |
| Weighted shares outstanding, diluted (6) | | | 291,910 | | | | | | | | | | | | | | | | | | | 291,910 | |
| Net income per share, basic | | $ | 0.38 | | | $ | 0.38 | | | $ | - | | | $ | 0.01 | | | $ | 0.01 | | | $ | (0.17 | ) | | $ | 0.61 | |
| Net income per share, diluted (7) | | $ | 0.36 | | | | | | | | | | | | | | | | | | $ | 0.56 | |
______________________
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Legal fees
(4) Amortization of debt issuance costs and interest expense related to debt
(5) Income tax effect of non-GAAP adjustments. Beginning in the third quarter of fiscal 2025, we adopted a long-term projected non-GAAP tax rate of 20% for the purposes of determining our non-GAAP net income and non-GAAP income per share, which is based on our current long-term projections. We believe the use of a long-term projected tax rate of 20% better aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides better consistency across reporting periods. Our estimated long-term projected tax rate is subject to change for a variety of reasons, including tax law changes in major jurisdictions in which we operate, changes in our geographic earnings mix, or other changes to our strategy or business operations. We will re-evaluate our long-term projected tax rate as appropriate.
(6) Includes 23,628 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans
(7) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $1,098 of interest expense related to the convertible senior notes
| | | GAAP | | | Non-GAAP Adjustments | | | Non-GAAP | |
| | | Six Months
Ended
January 31, 2026 | | | (1) | | | (2) | | | (3) | | | (4) | | | (5) | | | Six Months
Ended
January 31, 2026 | |
| | | (in thousands, except percentages and per share data) | |
| Gross profit | | $ | 1,214,658 | | | $ | 15,208 | | | $ | 212 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,230,078 | |
| Gross margin | | | 87.2 | % | | | 1.1 | % | | | — | | | | — | | | | — | | | | — | | | | 88.3 | % |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | | | 562,776 | | | | (40,514 | ) | | | (176 | ) | | | — | | | | — | | | | — | | | | 522,086 | |
| Research and development | | | 389,741 | | | | (90,606 | ) | | | — | | | | — | | | | — | | | | — | | | | 299,135 | |
| General and administrative | | | 128,669 | | | | (33,996 | ) | | | — | | | | (6,703 | ) | | | — | | | | — | | | | 87,970 | |
| Total operating expenses | | | 1,081,186 | | | | (165,116 | ) | | | (176 | ) | | | (6,703 | ) | | | — | | | | — | | | | 909,191 | |
| Income from operations | | | 133,472 | | | | 180,324 | | | | 388 | | | | 6,703 | | | | — | | | | — | | | | 320,887 | |
| Operating margin | | | 9.6 | % | | | 12.9 | % | | | — | | | | 0.5 | % | | | — | | | | — | | | | 23.0 | % |
| Net income | | $ | 165,118 | | | $ | 180,324 | | | $ | 388 | | | $ | 6,703 | | | $ | 5,988 | | | $ | (73,335 | ) | | $ | 285,186 | |
| Weighted shares outstanding, basic | | | 269,077 | | | | | | | | | | | | | | | | | | | 269,077 | |
| Weighted shares outstanding, diluted (6) | | | 294,214 | | | | | | | | | | | | | | | | | | | 294,214 | |
| Net income per share, basic | | $ | 0.61 | | | $ | 0.68 | | | $ | - | | | $ | 0.02 | | | $ | 0.02 | | | $ | (0.27 | ) | | $ | 1.06 | |
| Net income per share, diluted (7) | | $ | 0.57 | | | | | | | | | | | | | | | | | | $ | 0.97 | |
______________________
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Legal fees
(4) Amortization of debt issuance costs and interest expense related to debt
(5) Income tax effect of non-GAAP adjustments. Beginning in the third quarter of fiscal 2025, we adopted a long-term projected non-GAAP tax rate of 20% for the purposes of determining our non-GAAP net income and non-GAAP income per share, which is based on our current long-term projections. We believe the use of a long-term projected tax rate of 20% better aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides better consistency across reporting periods. Our estimated long-term projected tax rate is subject to change for a variety of reasons, including tax law changes in major jurisdictions in which we operate, changes in our geographic earnings mix, or other changes to our strategy or business operations. We will re-evaluate our long-term projected tax rate as appropriate.
(6) Includes 25,137 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans
(7) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $2,197 of interest expense related to the convertible senior notes
| | | GAAP | | | Non-GAAP Adjustments | | | Non-GAAP | |
| | | Three Months
Ended
January 31, 2025 | | | (1) | | | (2) | | | (3) | | | (4) | | | (5) | | | (6) | | | (7) | | | Three Months
Ended
January 31, 2025 | |
| | | (in thousands, except percentages and per share data) | |
| Gross profit | | $ | 569,433 | | | $ | 8,137 | | | $ | 767 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 578,337 | |
| Gross margin | | | 87.0 | % | | | 1.2 | % | | | 0.1 | % | | | — | | | | — | | | | — | | | | — | | | | — | | | | 88.3 | % |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | | | 261,382 | | | | (21,397 | ) | | | (88 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 239,897 | |
| Research and development | | | 182,785 | | | | (46,765 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 136,020 | |
| General and administrative | | | 59,828 | | | | (17,129 | ) | | | — | | | | (1,568 | ) | | | — | | | | — | | | | — | | | | — | | | | 41,131 | |
| Total operating expenses | | | 503,995 | | | | (85,291 | ) | | | (88 | ) | | | (1,568 | ) | | | — | | | | — | | | | — | | | | — | | | | 417,048 | |
| Income from operations | | | 65,438 | | | | 93,428 | | | | 855 | | | | 1,568 | | | | — | | | | — | | | | — | | | | — | | | | 161,289 | |
| Operating margin | | | 10.0 | % | | | 14.3 | % | | | 0.1 | % | | | 0.2 | % | | | — | | | | — | | | | — | | | | — | | | | 24.6 | % |
| Net income | | $ | 56,427 | | | $ | 93,428 | | | $ | 855 | | | $ | 1,568 | | | $ | (20 | ) | | $ | 1,674 | | | $ | 11,347 | | | $ | (26,131 | ) | | $ | 139,148 | |
| Weighted shares outstanding, basic | | | 267,138 | | | | | | | | | | | | | | | | | | | | | | | | | 267,138 | |
| Weighted shares outstanding, diluted (8) | | | 293,351 | | | | | | | | | | | | | | | | | | | | | | | | | 293,351 | |
| Net income per share, basic | | $ | 0.21 | | | $ | 0.35 | | | $ | - | | | $ | 0.01 | | | $ | - | | | $ | 0.01 | | | $ | 0.04 | | | $ | (0.10 | ) | | $ | 0.52 | |
| Net income per share, diluted (9) | | $ | 0.19 | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.47 | |
_____________________
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Legal fees
(4) Other
(5) Amortization of debt issuance costs and interest expense related to convertible senior notes
(6) Inducement expense related to partial repurchase of the 2027 Notes
(7) Income tax effect of non-GAAP adjustments. Beginning in the third quarter of fiscal 2025, and retrospectively applied to comparable prior year periods, we adopted a long-term projected non-GAAP tax rate of 20% for the purposes of determining our non-GAAP net income and non-GAAP income per share, which is based on our current long-term projections. We believe the use of a long-term projected tax rate of 20% better aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides better consistency across reporting periods. Our estimated long-term projected tax rate is subject to change for a variety of reasons, including tax law changes in major jurisdictions in which we operate, changes in our geographic earnings mix, or other changes to our strategy or business operations. We will re-evaluate our long-term projected tax rate as appropriate.
(8) Includes 26,213 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans
(9) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $691 of interest expense related to the convertible senior notes
| | | GAAP | | | Non-GAAP Adjustments | | | Non-GAAP | |
| | | Six Months
Ended
January 31, 2025 | | | (1) | | | (2) | | | (3) | | | (4) | | | (5) | | | (6) | | | (7) | | | Six Months
Ended
January 31, 2025 | |
| | | (in thousands, except percentages and per share data) | |
| Gross profit | | $ | 1,077,719 | | | $ | 16,169 | | | $ | 1,534 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,095,422 | |
| Gross margin | | | 86.5 | % | | | 1.3 | % | | | 0.1 | % | | | — | | | | — | | | | — | | | | — | | | | — | | | | 87.9 | % |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sales and marketing | | | 514,783 | | | | (42,045 | ) | | | (176 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 472,562 | |
| Research and development | | | 356,744 | | | | (90,327 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 266,417 | |
| General and administrative | | | 113,504 | | | | (33,636 | ) | | | — | | | | (2,935 | ) | | | — | | | | — | | | | — | | | | — | | | | 76,933 | |
| Total operating expenses | | | 985,031 | | | | (166,008 | ) | | | (176 | ) | | | (2,935 | ) | | | — | | | | — | | | | — | | | | — | | | | 815,912 | |
| Income from operations | | | 92,688 | | | | 182,177 | | | | 1,710 | | | | 2,935 | | | | — | | | | — | | | | — | | | | — | | | | 279,510 | |
| Operating margin | | | 7.4 | % | | | 14.7 | % | | | 0.1 | % | | | 0.2 | % | | | — | | | | — | | | | — | | | | — | | | | 22.4 | % |
| Net income | | $ | 86,353 | | | $ | 182,177 | | | $ | 1,710 | | | $ | 2,935 | | | $ | (130 | ) | | $ | 11,347 | | | $ | 2,419 | | | $ | (44,920 | ) | | $ | 241,891 | |
| Weighted shares outstanding, basic | | | 266,842 | | | | | | | | | | | | | | | | | | | | | | | | | 266,842 | |
| Weighted shares outstanding, diluted (8) | | | 291,086 | | | | | | | | | | | | | | | | | | | | | | | | | 291,086 | |
| Net income per share, basic | | $ | 0.32 | | | $ | 0.69 | | | $ | 0.01 | | | $ | 0.01 | | | $ | - | | | $ | 0.04 | | | $ | 0.01 | | | $ | (0.17 | ) | | $ | 0.91 | |
| Net income per share, diluted (9) | | $ | 0.30 | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.83 | |
_____________________
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Legal fees
(4) Other
(5) Inducement expense related to partial repurchase of the 2027 Notes
(6) Amortization of debt issuance costs and interest expense related to convertible senior notes
(7) Income tax effect of non-GAAP adjustments. Beginning in the third quarter of fiscal 2025, and retrospectively applied to comparable prior year periods, we adopted a long-term projected non-GAAP tax rate of 20% for the purposes of determining our non-GAAP net income and non-GAAP income per share, which is based on our current long-term projections. We believe the use of a long-term projected tax rate of 20% better aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides better consistency across reporting periods. Our estimated long-term projected tax rate is subject to change for a variety of reasons, including tax law changes in major jurisdictions in which we operate, changes in our geographic earnings mix, or other changes to our strategy or business operations. We will re-evaluate our long-term projected tax rate as appropriate.
(8) Includes 24,244 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans
(9) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $975 of interest expense related to the convertible senior notes
| | |
Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow
(Unaudited)
| |
| | | | | | | |
| | | Three Months Ended
January 31, | | | Six Months Ended
January 31, | |
| | | 2025 | | | 2026 | | | 2025 | | | 2026 | |
| | | (in thousands) | |
| Net cash provided by operating activities | | $ | 221,670 | | | $ | 197,346 | | | $ | 383,421 | | | $ | 394,171 | |
| Purchases of property and equipment | | | (34,607 | ) | | | (5,928 | ) | | | (44,438 | ) | | | (28,247 | ) |
| Free cash flow | | $ | 187,063 | | | $ | 191,418 | | | $ | 338,983 | | | $ | 365,924 | |
EXHIBIT 99.2
AMD and Nutanix Announce Strategic Partnership to Advance an Open and Scalable Platform for Enterprise AI
News Highlights
- AMD and Nutanix sign multi-year agreement to accelerate adoption of Nutanix-powered agentic AI platform on AMD accelerated compute infrastructure for enterprise AI and service providers
- AMD to invest and fund up to $250 million in Nutanix shares, and R&D and go-to-market for integrated solutions
- Joint roadmap to integrate AMD ROCm™ and AMD Enterprise AI software into the Nutanix Cloud Platform and the Nutanix Kubernetes Platform using AMD EPYC™ CPUs and AMD Instinct™ GPUs with support from a broad set of OEM server providers
SANTA CLARA, Calif. and SAN JOSE, Calif., Feb. 25, 2026 (GLOBE NEWSWIRE) -- AMD (NASDAQ: AMD) and Nutanix (NASDAQ: NTNX) today announced a multi-year strategic partnership to jointly develop an open, full-stack AI infrastructure platform designed to power agentic AI applications, everywhere. This agreement aligns to both companies’ commitment to an open ecosystem for AI, providing customers with choice and easy-to-deploy, production-ready, high-performance, and efficient solutions that are optimized for agentic AI, at the edge, inside enterprises, and across the cloud.
The partnership aligns silicon innovation, open runtime software and enterprise cloud orchestration technologies for AI to deliver scalable, production-ready agentic AI platforms across data center, hybrid and edge environments. By optimizing the Nutanix Cloud and Nutanix Kubernetes Platforms on AMD EPYC™ CPUs and AMD Instinct™ GPUs, and integrating the AMD ROCm™ software ecosystem and the AMD Enterprise AI platform into Nutanix AI full-stack solutions, the companies are developing an open solution for agentic AI platforms using high-performance infrastructure and supported by a broad set of OEM partners.
As part of the agreement, AMD will make a strategic investment of $150 million in Nutanix common stock at a purchase price of $36.26 per share, and fund up to $100 million for Nutanix to support joint engineering initiatives and go-to-market collaboration to accelerate the adoption of AMD and the Nutanix-powered agentic AI platform, everywhere. The equity investment is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions.
“Enterprise customers need the freedom to run the models and workloads that matter most to their business, without compromise,” said Dan McNamara, senior vice president and general manager of Compute and Enterprise AI at AMD. “Through our partnership with Nutanix we’re building a scalable, full-stack AI platform rooted in openness, designed to give enterprises and service providers the flexibility to innovate, extend and grow AI deployments across Enterprises.”
“Our partnership with AMD reflects a shared vision for scalable, production-ready AI infrastructure,” said Tarkan Maner, President and Chief Commercial Officer, Nutanix. “Together, we are delivering full-stack, integrated platforms optimized for inference and agentic applications across hybrid environments for enterprises and service providers.”
Advancing the Open Ecosystem for Enterprise AI
Enterprise AI infrastructure is entering a phase where inference workloads dominate and openness is essential for long-term innovation. AMD is committed to advancing an AI ecosystem built on open standards, interoperable software frameworks and architectural choice, which are essential requirements for Enterprises.
The first jointly-developed agentic AI platform from this partnership is expected to come to market beginning in late 2026, underscoring the companies’ commitment to rapid execution and delivery.
As AI inference becomes foundational to enterprise computing, infrastructure must deliver performance, efficiency and operational simplicity at scale. The co-engineered platform will be designed to provide high-performance inference acceleration powered by AMD Instinct GPUs and EPYC™ CPUs, high-core-density compute and orchestration through AMD EPYC™ processors, and unified lifecycle management via Nutanix Enterprise AI — enabling enterprises to deploy open-source and commercial AI models without dependency on vertically integrated AI stacks.
Together, AMD and Nutanix are defining a new class of open AI infrastructure designed to support enterprise AI agents, multimodel inference services and industry-specific intelligent applications.
About AMD
AMD (NASDAQ: AMD) drives innovation in high-performance and AI computing to solve the world’s most important challenges. Today, AMD technology powers billions of experiences across cloud and AI infrastructure, embedded systems, AI PCs and gaming. With a broad portfolio of AI-optimized CPUs, GPUs, networking and software, AMD delivers full-stack AI solutions that provide the performance and scalability needed for a new era of intelligent computing. Learn more at www.amd.com.
AMD Forward-Looking Statements
This press release contains forward-looking statements concerning Advanced Micro Devices, Inc. (AMD) such as the strategic partnership between Nutanix and AMD; the joint development of an open, full‑stack AI infrastructure platform; the expected benefits, impact, performance, features, and functionality of the jointly developed platform; the parties’ commitment to an open ecosystem for AI; the expected timeline for the availability of the platform; expectations regarding market demand and adoption; expectations regarding the development of enterprise AI infrastructure within the industry; anticipated R&D and go‑to‑market funding commitments; and the closing of AMD’s strategic investment in Nutanix, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as "would," "may," "expects," "believes," "plans," "intends," "projects" and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this press release are based on current beliefs, assumptions and expectations, speak only as of the date of this press release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and are generally beyond AMD’s control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: the ability of AMD and Nutanix to execute on their respective obligations under the strategic partnership; the ability to successfully integrate technologies and develop the jointly engineered platform on the anticipated timeline or at all; risks that anticipated R&D and go‑to‑market funding commitments, including the timing, amount, and conditions thereof, may not be fully realized; risks that the strategic partnership may not generate anticipated revenue synergies, if any; risks related to market acceptance, customer adoption, and participation by third parties in an open AI ecosystem; intense competition in the AI infrastructure market; the ability to obtain required regulatory clearances, including the expiration or termination of any applicable waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976; impact of government actions and regulations such as export regulations, import tariffs, trade protection measures, and licensing requirements; competitive markets in which AMD’s products are sold; the cyclical nature of the semiconductor industry; market conditions of the industries in which AMD products are sold; AMD's ability to introduce products on a timely basis with expected features and performance levels; loss of a significant customer; economic and market uncertainty; quarterly and seasonal sales patterns; AMD's ability to adequately protect its technology or other intellectual property; unfavorable currency exchange rate fluctuations; ability of third party manufacturers to manufacture AMD's products on a timely basis in sufficient quantities and using competitive technologies; availability of essential equipment, materials, substrates or manufacturing processes; ability to achieve expected manufacturing yields for AMD’s products; AMD's ability to generate revenue from its semi-custom SoC products; potential security vulnerabilities; potential security incidents including IT outages, data loss, data breaches and cyberattacks; uncertainties involving the ordering and shipment of AMD’s products; AMD’s reliance on third-party intellectual property to design and introduce new products; AMD's reliance on third-party companies for design, manufacture and supply of motherboards, software, memory and other computer platform components; AMD's reliance on Microsoft and other software vendors' support to design and develop software to run on AMD’s products; AMD’s reliance on third-party distributors and add-in-board partners; impact of modification or interruption of AMD’s internal business processes and information systems; compatibility of AMD’s products with some or all industry-standard software and hardware; costs related to defective products; failure to maintain an efficient supply chain as customer demand changes; AMD's ability to rely on third party supply-chain logistics functions; AMD’s ability to effectively control sales of its products on the gray market; impact of climate change on AMD’s business; AMD’s ability to realize its deferred tax assets; potential tax liabilities; current and future claims and litigation; impact of environmental laws, conflict minerals related provisions and other laws or regulations; evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters; issues related to the responsible use of AI; restrictions imposed by agreements governing AMD’s notes, the guarantees of Xilinx’s notes and the revolving credit agreement; AMD’s ability to satisfy financial obligations under guarantees and other commercial commitments; impact of acquisitions, joint ventures and/or investments on AMD’s business and AMD’s ability to integrate acquired businesses; impact of any impairment of the combined company’s assets; political, legal and economic risks and natural disasters; future impairments of technology license purchases; AMD’s ability to attract and retain key employees; and AMD’s stock price volatility. Investors are urged to review in detail the risks and uncertainties in AMD’s Securities and Exchange Commission filings, including but not limited to AMD’s most recent reports on Forms 10-K and 10-Q. These forward‑looking statements speak only as of the date of this press release, and AMD undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
About Nutanix
Nutanix (NASDAQ: NTNX) is a hybrid multicloud computing leader, offering organizations a unified software platform for running applications and AI and managing data anywhere. With Nutanix, organizations can simplify operations for traditional and modern applications, freeing them to focus on business goals. Trusted by more than 30,000 customers worldwide, Nutanix helps empower organizations to transform digitally and power hybrid multicloud environments consistently, simply, and cost-effectively.
© 2026 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or unregistered trademarks of Nutanix, Inc. (“Nutanix”) in the United States and other countries. Other brand names or marks mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This press release is for informational purposes only and nothing herein constitutes a warranty or other binding commitment by Nutanix.
Nutanix Forward-Looking Statements
This press release contains express and implied forward‑looking statements, including, but not limited to, statements regarding the strategic partnership between Nutanix and AMD; the joint development of an open, full‑stack AI infrastructure platform; the expected benefits, impact, performance, features, and functionality of the jointly developed platform; the parties’ commitment to an open ecosystem for AI; the expected timeline for the availability of the platform; expectations regarding market demand and adoption; expectations regarding the development of enterprise AI infrastructure within the industry; anticipated R&D and go‑to‑market funding commitments; and the closing of AMD’s strategic investment in Nutanix. These forward‑looking statements are not historical facts and are based on Nutanix’s current expectations, estimates, assumptions, opinions, and beliefs. Actual results may differ materially from those expressed or implied by these forward‑looking statements as a result of various risks and uncertainties, including, but not limited to: the ability of Nutanix and AMD to execute on their respective obligations under the strategic partnership; the ability to successfully integrate technologies and develop the jointly engineered platform on the anticipated timeline or at all; risks that anticipated R&D and go‑to‑market funding commitments, including the timing, amount, and conditions thereof, may not be fully realized; risks that the strategic partnership may not generate anticipated revenue synergies, if any; risks related to market acceptance, customer adoption, and participation by third parties in an open AI ecosystem; intense competition in the AI infrastructure market; the ability to obtain required regulatory clearances, including the expiration or termination of any applicable waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976; and other risks and uncertainties described in Nutanix’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10‑K for the fiscal year ended July 31, 2025 and subsequent Quarterly Reports on Form 10‑Q and other filings. These forward‑looking statements speak only as of the date of this press release, and Nutanix undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Many of the products and features described herein, including the jointly developed AI infrastructure platform and its related features and functionalities, remain in various stages and will be offered on a when‑and‑if‑available basis. The development, release, and timing of any such products, features or functionalities are subject to change. Nutanix will not have any liability arising from reliance on this press release for any failure to deliver, or delay in the delivery of, any such products, features or functionalities. Any future product or product feature information is intended to outline general product directions, and is not a commitment, promise or legal obligation for Nutanix to deliver any functionality. This information should not be used when making a purchasing decision.
Nutanix Media Contact:
Jennifer Massaro
pr@nutanix.com
AMD Media Contact:
Aaron Grabein
aaron.grabein@amd.com
