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FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year endedJuly 31,2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-37883 NUTANIX, INC. (Exact name of registrant as specified in its charter) 27-0989767 Delaware (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 1740 Technology Drive, Suite 150 San Jose,CA95110 (Address of principal executive offices, including zip code) (408)216-8360 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.Yes☒No☐ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Non-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of January31, 2025(the last business day of the registrant's most recently completed second fiscal quarter) was approximately$18.3billion, based upon the closing sale price of such stock on the Nasdaq Global Select Market. The registrant has nonon-voting common equity. As of August 31, 2025, the registrant had268,800,007shares of Class A common stock, $0.000025 par value pershare, outstanding. DOCUMENTS INCORPORATED BY REFERENCE As noted herein, certain information called for by Parts II and III is incorporated by reference to specified portions ofthe registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2025 annual meeting ofstockholders, which is expected to be filed not later than 120 days after the registrant's fiscal year ended July 31, 2025. TABLE OF CONTENTS PageSpecial Note Regarding Forward-Looking StatementsiiPART I1Item 1. Business1Item 1A. Risk Factors12Item 1B. Unresolved Staff Comments60Item 1C. Cybersecurity60Item 2. Properties62Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62PART II63Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6. [Reserved]66Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations67Item 7A. Quantitative and Qualitative Disclosures About Market Risk90Item 8. Financial Statements and Supplementary Data92Item 9. Change in and Disagreements with Accountants on Accounting Financial Disclosure137Item 9A. Controls and Procedures137Item 9B. Other Information140Item 9C. Disclosure Regarding Foreign Jurisdictions that