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 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. 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 the 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 the PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE ABOUT FORWARD-LOOKINGSTATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTES S-1MATERIAL U.S. FEDERAL INCOME TAX S-2S-4S-11S-15S-16S-17CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ANDINCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE 1 223445621DESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF PURCHASE CONTRACTS ANDPURCHASE UNITSDESCRIPTION OF WARRANTSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS DESCRIPTION OF CAPITAL STOCK S-i 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 the 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 in any way from the information Currency amounts in this prospectus supplement are stated in U.S. dollars. This prospectus supplement and the accompanying prospectus may be used only for the purpose for which they have been prepared. No one isauthorized to give information other than that contained in or incorporated by reference into this prospectus supplement and the accompanyingprospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. We and the underwriters We expect that delivery of the notes will be made to investors on or about the date set forth on the cover page of this prospectus supplement, which willbe the third business day following the date of this prospectus supplement (such settlement being referred to as “T+3”). Under Rule15c6-1under theExchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise.Accordingly, purchasers who wish to trade the notes prior to the first business day preceding the settlement date will be required, by virtue of the fact Table of Contents SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This prospectus supplement contains or incorporates by reference certain statements that are, or may be deemed to be, forward-looking statementswithin the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Forward-looking statements are all statements (and their underlying