美国网存美股招股说明书(2025-03-13版)

NetApp, Inc. $625,000,000 5.500% Senior Notes due 2032$625,000,000 5.700% Senior Notes due 2035 We are offering $625,000,000 aggregate principal amount of our 5.500% Senior Notes due 2032 (the “2032 notes”), and $625,000,000 aggregateprincipal amount of our 5.700% Senior Notes due 2035 (the “2035 notes” and, together with the 2032 notes, the “notes”). We will pay interest on the notes semi-annually on March17 and September17 of each year, beginning on September17, 2025. The 2032 notes willmature on March17, 2032, and the 2035 notes will mature on March17, 2035. We may redeem the notes at any time at the redemption prices set forth under the heading “Description of Notes—Optional Redemption” in thisprospectus supplement. No sinking fund is provided for the notes. Upon the occurrence of a “change of control repurchase event,” we will be required to make an offer to repurchase the notes at a price equal to 101% oftheir principal amount plus accrued and unpaid interest to, but not including, the date of repurchase. The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness, including our outstanding1.875% Senior Notes due 2025, 2.375% Senior Notes due 2027, and 2.70% Senior Notes due 2030. The notes will not be listed on any securitiesexchange or included in any automated quotation system. For a more detailed description of the notes, see “Description of Notes” beginning onpage S-17of this prospectus supplement. Investing in these securities involves certain risks. See “Risk Factors” beginning on pageS-11 of this prospectussupplement. (1)Plus accrued interest, if any, from March17, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determinedif this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company (“DTC”) and its participants, including ClearstreamBanking, S.A. (“Clearstream”) and Euroclear Bank, S.A./N.V. (“Euroclear”), on or about March17, 2025, which is the third business day following thedate of this prospectus supplement. Joint Book-Running Managers WellsFargoSecurities Table of Contents Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or any issuer free writing prospectus. We take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement and theaccompanying prospectus together are an offer to sell only the notes offered in this offering, but only under circumstances and in jurisdictions where it islawful to do so. The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by referenceherein or therein or in any issuer free writing prospectus is current only as of its date. Our business, financial condition, results of operations andprospects may have changed since that date. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageS-1S-2S-4S-11S-15S-16S-17PageMATERIAL U.S. FEDERAL INCOME TAXCONSIDERATIONSS-31UNDERWRITINGS-36LEGAL MATTERSS-41EXPERTSS-41WHERE YOU CAN FIND MORE INFORMATION ANDINCORPORATION BY REFERENCES-42 ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE ABOUT FORWARD-LOOKINGSTATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTES PROSPECTUS 1223445621DESCRIPTION OF DEPOSITARY SHARES23DESCRIPTION OF PURCHASE CONTRACTS ANDPURCHASE UNITS26DESCRIPTION OF WARRANTS27FORMS OF SECURITIES28PLAN OF DISTRIBUTION30LEGAL MATTERS32EXPERTS32 ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEFORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYOUR BUSINESSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part isthe prospectus, which contains a general description of our debt securities and other general information, some of which may not apply to this offering.You should read both this prospectus supplement and the accompanying prospectus, together with the additional information described under theheading “Where You Can Find More Information and Incorporation by Reference” on pageS-42. In this prospectus supplement, except as otherwise indicated or unless the context otherwise requires, “NetApp”, “the company”, “we”, “us” and “our”refer to NetApp, Inc. and its consolidated subsidiaries. If the information set forth in this prospectus supplement differs i