Nutanix (NASDAQ: NTNX) starts $300M accelerated stock repurchase agreement

Rhea-AI Filing Summary

Nutanix, Inc. entered into a $300 million accelerated share repurchase agreement with Bank of America to buy back its Class A common stock. The transaction will be carried out under Nutanix’s existing share repurchase authorization and funded with the company’s existing cash on hand, returning capital to stockholders.

On December 17, 2025, Nutanix will pay $300 million and expects an initial delivery of approximately 4,972,032 shares. The final number of shares repurchased will be based on the volume-weighted average price of the stock over the term of the agreement, less a discount, with customary adjustment features. Final settlement is expected before the end of January 2026 and could result in Nutanix receiving additional shares or, in certain circumstances, delivering cash or shares to Bank of America.

Insights

Equity Capital Markets Analyst

$300M accelerated repurchase uses cash on hand to retire Nutanix shares, with final size tied to future trading prices.

Nutanix has committed $300 million to an accelerated share repurchase with Bank of America, using its existing share repurchase authorization and cash on hand. On December 17, 2025, the company will pay $300 million and expects an initial delivery of about 4,972,032 Class A shares, which immediately reduces the publicly held share count once retired.

The final number of shares will depend on the volume-weighted average price of Nutanix stock over the ASR period, less a discount, so a lower average price would mean more shares are ultimately repurchased and vice versa. At final settlement, expected before the end of January 2026, Nutanix may receive additional shares from Bank of America, or, under certain circumstances, be required to deliver either cash or shares back to the bank, reflecting the standard true-up mechanics of these structures.

Because earnings per share are calculated by dividing earnings by shares outstanding, reducing the share count through a buyback can increase per-share metrics for any given level of earnings. The overall effect on shareholders will depend on the actual trading prices during the ASR period and the final true-up outcome when the agreement settles.

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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)

December 16, 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)	(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 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’s entry into the ASR is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Note Concerning Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, contains express and implied forward-looking statements, including, but not limited to, statements regarding the expected completion and timing of the accelerated share repurchase, the number of shares to be repurchased, the funding of the repurchase, and the Company’s ability to continue to innovate, invest in the business, and deliver returns to stockholders. 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, including the market price of the shares of the Common Stock during the term of the accelerated share repurchase and factors that may be beyond the Company’s control, 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 risks detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 filed with the U.S. Securities and Exchange Commission (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 disclaim 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 December 17, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL)

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

FAQ

What share repurchase did Nutanix (NTNX) announce?

Nutanix entered into an accelerated share repurchase agreement to buy back $300 million of its Class A common stock under its existing share repurchase authorization.

How many Nutanix (NTNX) shares are initially delivered in the ASR?

Nutanix expects to receive an initial delivery of approximately 4,972,032 shares of Class A common stock on December 17, 2025.

How is the final number of NTNX shares determined in the accelerated share repurchase?

The final number of shares repurchased will be based on the volume-weighted average price of Nutanix’s common stock over specified dates during the ASR term, less a discount, and subject to customary adjustments.

When is Nutanix’s $300M accelerated share repurchase expected to be settled?

The final settlement of the accelerated share repurchase is expected to occur before the end of January 2026, though it may be completed earlier at the Dealer’s election.

How is Nutanix (NTNX) funding the $300 million share repurchase?

The accelerated share repurchase will be funded with Nutanix’s existing cash on hand, and executed under the company’s existing share repurchase authorization.

Who is Nutanix’s counterparty for the accelerated share repurchase?

The counterparty, or Dealer, for the accelerated share repurchase is Bank of America, N.A., which also provides other banking and advisory services to Nutanix.

What settlement outcomes are possible under Nutanix’s ASR agreement?

At settlement, Bank of America may deliver additional shares to Nutanix, or, under certain circumstances, Nutanix may deliver cash or shares to Bank of America, depending on the final pricing.