Form 8-K

8-K — Nutanix, Inc.

Accession: 0001171843-26-005752

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0001618732

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_082626.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_082626.htm · Sequence: 1

Form 8-K

False000161873200016187322026-08-262026-08-26iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): August 26, 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 August 26, 2026, Nutanix, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fourth fiscal quarter and fiscal year ended July 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1.

The information provided pursuant to Item 2.02 of this Current Report on Form 8-K, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press release issued by Nutanix, Inc. on August 26, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 26, 2026 By: /s/ Rukmini Sivaraman

Rukmini Sivaraman

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Nutanix Reports Fourth Quarter and Fiscal 2026 Financial Results

Reports 16% YoY ARR Growth and Strong Free Cash Flow for Fiscal 2026

Delivers Outperformance Across All Fourth Quarter Guided Metrics

SAN JOSE, Calif., Aug. 26, 2026 (GLOBE NEWSWIRE) -- Nutanix, Inc. (NASDAQ: NTNX), a hybrid cloud leader and AI innovator, today announced financial results for its fourth quarter and fiscal year ended July 31, 2026.

“Our fourth quarter was a strong finish to fiscal 2026, a year in which we delivered solid top and bottom line performance and added over 3,000 new customers,” said Rajiv Ramaswami, CEO of Nutanix. “In FY26, we made good progress with respect to partnerships, signing new or enhanced agreements with AMD, Lenovo, NetApp and NVIDIA. We also delivered innovation across our cloud platform, especially with respect to AI and broadening our support for external storage.”

“Our fiscal 2026 results demonstrated a good balance of top and bottom line performance with 16% year-over-year ARR growth and strong free cash flow generation,” said Rukmini Sivaraman, CFO of Nutanix. “We remain focused on delivering sustainable growth and improving profitability.”

Fourth Quarter Fiscal 2026 Financial Summary

Q4 FY’26 Q4 FY’25 Y/Y Change

Annual Recurring Revenue (ARR)1 $2.55 billion $2.20 billion 16%

Average Contract Duration2 3.3 years 3.2 years 0.1 years

Revenue $757.1 million $653.3 million 16%

GAAP Gross Margin 86.0%

87.2% (120) bps

Non-GAAP Gross Margin 87.7%

88.3% (60) bps

GAAP Operating Expenses $581.4 million $538.2 million 8%

Non-GAAP Operating Expenses $465.6 million $457.2 million 2%

GAAP Operating Income $70.0 million $31.2 million $38.8 million

Non-GAAP Operating Income $198.0 million $119.5 million $78.5 million

GAAP Operating Margin 9.2%

4.8% 440 bps

Non-GAAP Operating Margin 26.2%

18.3% 790 bps

Net Cash Provided by Operating Activities $315.0 million $219.5 million $95.5 million

Free Cash Flow $277.6 million $207.8 million $69.8 million

Fiscal 2026 Financial Summary

FY’26 FY’25 Y/Y Change

Annual Recurring Revenue (ARR)1 $2.55 billion $2.20 billion 16%

Average Contract Duration2 3.2 years 3.1 years 0.1 years

Revenue $2.85 billion $2.54 billion 12%

GAAP Gross Margin 86.8% 86.8% 0 bps

Non-GAAP Gross Margin 88.0% 88.1% (10) bps

GAAP Operating Expenses $2.20 billion $2.03 billion 8%

Non-GAAP Operating Expenses $1.84 billion $1.70 billion 8%

GAAP Operating Income $274.0 million $172.5 million $101.5 million

Non-GAAP Operating Income $675.4 million $536.1 million $139.3 million

GAAP Operating Margin 9.6% 6.8% 280 bps

Non-GAAP Operating Margin 23.7% 21.1% 260 bps

Net Cash Provided by Operating Activities $916.7 million $821.5 million $95.2 million

Free Cash Flow $840.7 million $750.2 million $90.5 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 Announces the Model Context Protocol (MCP) Server for Nutanix Cloud Platform (NCP): Nutanix announced the launch of its MCP server for NCP, bringing secure, natural-language, agentic AI automation to hybrid cloud environments without sacrificing control.

Nutanix Announces Availability of Dell PowerStore: Nutanix announced that Dell Private Cloud with PowerStore for NCP is now available with Nutanix Cloud Infrastructure (NCI) 7.6.

Nutanix Unveils New Regulated Industry Data from Its Eighth Annual Enterprise Cloud Index (ECI) Survey: Nutanix unveiled new regulated industry data from its eighth annual ECI survey shared earlier this year, which showed that Healthcare, Financial Services, and Public Sector industries face the greatest risks in shadow AI, data sovereignty, compliance, and organizational silos.

Nutanix and ChronoScale Announce Strategic Partnership to Accelerate Enterprise AI Adoption: Nutanix and ChronoScale announced a strategic partnership to jointly deliver enterprise-ready AI infrastructure and help accelerate adoption of AI servers across global markets.

Nutanix Gives Enterprises the Freedom to Run Production Agentic AI Their Way: Nutanix announced the general availability of Nutanix Enterprise AI (NAI) 2.8, and the upcoming general availability of Nutanix Kubernetes Platform (NKP) 2.19, along with new incentives, programs, and resources designed to help partners accelerate growth on emerging AI opportunities.

First Quarter Fiscal 2027 Outlook

Revenue $755 - $765 million

Non-GAAP Operating Margin 26% to 28%

Weighted Average Shares Outstanding (Diluted)3 Approximately 294 million

Fiscal 2027 Outlook

Revenue $3.180 - $3.230 billion

Non-GAAP Operating Margin 24% to 25%

Free Cash Flow $850 - $950 million

Supplementary materials to this press release, including our fourth quarter and 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 fourth quarter and 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.

3Weighted 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, costs associated with our acquisitions (such as amortization of acquired intangible assets and other acquisition-related costs), restructuring charges, litigation settlement accruals and legal fees related to certain litigation matters, the amortization 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, changes in the fair value of convertible notes receivable, valuation allowance releases, 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 first quarter fiscal 2027 outlook and/or our fiscal 2027 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; our expectations regarding demand for our solutions; our ability to capitalize on market opportunities through our partnerships, cloud platform innovations, AI offerings and support for external storage; our focus on delivering sustainable growth and improving profitability; our first quarter fiscal 2027 outlook; and our fiscal 2027 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; supply chain constraints, component availability and related impacts on the timing of orders, shipments and customer deployments; any failure to successfully implement or realize the anticipated benefits of our business plans, strategies and initiatives, or unexpected difficulties or delays in doing so; 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 (including AI-related offerings), 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, 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 successfully implement and realize the anticipated benefits of our recently announced restructuring initiatives; 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 Annual Report on Form 10-K for the fiscal year ended July 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 cloud leader and AI innovator, offering organizations a unified infrastructure software platform to safely run applications, data, and AI anywhere. Trusted by customers worldwide, Nutanix empowers more than 50% of the Global 2000 to innovate faster with AI, while modernizing infrastructure, simplifying operations, and controlling costs. 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.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of

July 31,

2025 July 31,

2026

(in thousands)

Assets

Current assets:

Cash and cash equivalents $ 769,502 $ 777,308

Short-term investments 1,223,234 1,584,155

Accounts receivable, net 337,967 289,251

Deferred commissions—current 153,072 156,316

Prepaid expenses and other current assets 105,391 221,483

Total current assets 2,589,166 3,028,513

Property and equipment, net 142,814 134,887

Operating lease right-of-use assets 134,526 164,427

Deferred commissions—non-current 189,221 217,606

Intangible assets, net 2,615 1,837

Goodwill 185,235 185,235

Deferred tax asset(1) 16,974 1,215,823

Other assets—non-current 22,643 125,357

Total assets $ 3,283,194 $ 5,073,685

Liabilities and Stockholders’ (Deficit) Equity

Current liabilities:

Accounts payable $ 81,599 $ 96,508

Accrued compensation and benefits 230,498 269,181

Accrued expenses and other current liabilities 24,187 36,117

Deferred revenue—current 1,054,023 1,246,575

Operating lease liabilities—current 23,234 35,713

Total current liabilities 1,413,541 1,684,094

Deferred revenue—non-current 1,058,731 1,176,794

Operating lease liabilities—non-current 115,754 134,310

Convertible senior notes, net 1,343,818 1,348,711

Other liabilities—non-current 45,870 27,211

Total liabilities 3,977,714 4,371,120

Stockholders’ (deficit) equity:

Common stock 7 7

Additional paid-in capital 4,200,466 4,416,059

Accumulated other comprehensive income (loss) 700 (4,895 )

Accumulated deficit (4,895,693 ) (3,708,606 )

Total stockholders’ (deficit) equity (694,520 ) 702,565

Total liabilities and stockholders’ (deficit) equity $ 3,283,194 $ 5,073,685

__________________________

(1) Prior to the fourth quarter of fiscal 2026, this was included within Other assets—non-current. Prior period amounts have been updated to conform to the current period presentation.

NUTANIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

July 31, Fiscal Year Ended

July 31,

2025 2026 2025 2026

(in thousands, except per share data)

Revenue:

Product $ 339,789 $ 388,388 $ 1,341,374 $ 1,489,693

Support, maintenance and other services 313,478 368,690 1,196,553 1,363,852

Total revenue 653,267 757,078 2,537,927 2,853,545

Cost of revenue:

Product(1)(2) 4,372 5,661 28,341 21,443

Support, maintenance and other services(1) 79,461 100,066 306,441 355,306

Total cost of revenue 83,833 105,727 334,782 376,749

Gross profit 569,434 651,351 2,203,145 2,476,796

Operating expenses:

Sales and marketing(1)(2) 281,280 303,897 1,056,465 1,150,278

Research and development(1) 193,666 205,053 736,823 790,892

General and administrative(1) 63,280 72,412 237,316 261,656

Total operating expenses 538,226 581,362 2,030,604 2,202,826

Income from operations 31,208 69,989 172,541 273,970

Other income, net 13,935 12,726 39,107 53,138

Income before provision for (benefit from) income taxes 45,143 82,715 211,648 327,108

Provision for (benefit from) income taxes 6,493 (1,186,917 ) 23,282 (1,179,729 )

Net income $ 38,650 $ 1,269,632 $ 188,366 $ 1,506,837

Net income per share attributable to Class A common stockholders, basic $ 0.14 $ 4.69 $ 0.70 $ 5.61

Net income per share attributable to Class A common stockholders, diluted $ 0.13 $ 4.34 $ 0.65 $ 5.17

Weighted average shares used in computing net income per share attributable to Class A common stockholders, basic 268,659 270,570 267,479 268,691

Weighted average shares used in computing net income per share attributable to Class A common stockholders, diluted 297,456 292,736 294,083 292,183

__________________________

(1) Includes the following stock-based compensation expense:

Three Months Ended

July 31, Fiscal Year Ended

July 31,

2025 2026 2025 2026

(in thousands)

Product cost of revenue $ 399 $ 400 $ 2,824 $ 1,550

Support, maintenance and other services cost of revenue 6,814 8,058 27,582 28,190

Sales and marketing 19,372 22,332 80,930 82,402

Research and development 42,872 45,481 175,361 180,844

General and administrative 15,714 18,254 64,893 64,681

Total stock-based compensation expense $ 85,171 $ 94,525 $ 351,590 $ 357,667

__________________________

(2) Includes the following amortization of intangible assets:

Three Months Ended

July 31, Fiscal Year Ended

July 31,

2025 2026 2025 2026

(in thousands)

Product cost of revenue $ 105 $ 106 $ 2,185 $ 424

Sales and marketing 88 90 353 354

Total amortization of intangible assets $ 193 $ 196 $ 2,538 $ 778

NUTANIX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Fiscal Year Ended

July 31,

2025 2026

(in thousands)

Cash flows from operating activities:

Net income $ 188,366 $ 1,506,837

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 72,701 70,640

Stock-based compensation 351,590 357,667

Amortization of debt discount and issuance costs 3,877 5,452

Inducement expense from partial repurchase of the 2027 Notes 11,347 —

Operating lease cost, net of accretion 29,029 34,946

Deferred income taxes 3,639 (1,198,850 )

Other (8,468 ) (4,792 )

Changes in operating assets and liabilities:

Accounts receivable, net (71,886 ) (39,170 )

Deferred commissions 16,517 (31,630 )

Prepaid expenses and other assets (8,101 ) (130,217 )

Accounts payable 30,018 19,443

Accrued compensation and benefits 33,286 44,492

Accrued expenses and other liabilities (4,269 ) 709

Operating leases, net (29,954 ) (33,813 )

Deferred revenue 203,764 314,974

Net cash provided by operating activities 821,456 916,688

Cash flows from investing activities:

Maturities of investments 476,173 805,208

Purchases of investments (1,359,593 ) (1,167,799 )

Sales of investments 3,016 2,750

Purchases of property and equipment (71,283 ) (76,013 )

Net cash used in investing activities (951,687 ) (435,854 )

Cash flows from financing activities:

Proceeds from sales of shares through employee equity incentive plans 68,935 61,447

Proceeds from sales of shares through private placement — 150,000

Taxes paid related to net share settlement of equity awards (256,636 ) (195,534 )

Proceeds from the issuance of convertible notes, net of issuance costs 848,010 —

Payment of third-party debt issuance costs (3,448 ) —

Partial repurchase of the 2027 Notes (95,453 ) —

Payment of revolver issuance costs (2,794 ) —

Repurchases of common stock (307,900 ) (483,543 )

Other financing activities, net (6,628 ) (5,399 )

Net cash provided by (used in) financing activities 244,086 (473,029 )

Net increase in cash, cash equivalents and restricted cash $ 113,855 $ 7,805

Cash, cash equivalents and restricted cash—beginning of period 655,662 769,517

Cash, cash equivalents and restricted cash—end of period $ 769,517 $ 777,322

Restricted cash(1) 15 14

Cash and cash equivalents—end of period $ 769,502 $ 777,308

Supplemental disclosures of cash flow information:

Cash paid for income taxes $ 32,537 $ 30,274

Supplemental disclosures of non-cash investing and

financing information:

Purchases of property and equipment included in accounts payable and

accrued and other liabilities $ 6,945 $ 2,412

Unpaid taxes related to net share settlement of equity awards included

in accrued expenses and other liabilities $ 13,423 $ 7,615

__________________________

(1) Included within other assets—non-current in the consolidated balance sheets.

Disaggregation of Revenue

(Unaudited)

Three Months Ended

July 31, Fiscal Year Ended

July 31,

2025 2026 2025 2026

(in thousands)

Disaggregation of revenue:

Subscription revenue $ 615,974 $ 719,111 $ 2,410,751 $ 2,712,274

Professional services and other revenue(1) 37,293 37,967 127,176 141,271

Total revenue $ 653,267 $ 757,078 $ 2,537,927 $ 2,853,545

__________________________

(1) Prior to fiscal 2026, these amounts were presented as separate line items, Professional services and Other non-subscription product. Prior period amounts have been updated to conform to the current period presentation.

Annual Recurring Revenue

(Unaudited)

As of July 31,

2025 2026

(in thousands)

Annual Recurring Revenue (ARR) (1) $ 2,201,672 $ 2,548,797

__________________________

(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 July 31,

2025 2026

(in thousands)

Remaining performance obligations:

Current $ 1,328,328 $ 1,686,685

13-36 months 977,341 1,293,675

Thereafter 386,892 460,051

Total $ 2,692,561 $ 3,440,411

Reconciliation of GAAP to Non-GAAP Profit Measures

(Unaudited)

GAAP Non-GAAP Adjustments Non-GAAP

Three Months Ended July 31, 2026 (1) (2) (3) (4) (5) (6) (7) (8) Three Months Ended July 31, 2026

(in thousands, except percentages and per share data)

Gross profit $ 651,351 $ 8,458 $ 106 $ 3,706 $ — $ — $ — $ — $ — $ 663,621

Gross margin 86.0 % 1.2 % — 0.5 % — — — — — 87.7 %

Operating expenses:

Sales and marketing 303,897 (22,332 ) (90 ) (17,597 ) — — — — — 263,878

Research and development 205,053 (45,481 ) — (5,173 ) — — — — — 154,399

General and administrative 72,412 (18,254 ) — (1,162 ) (5,248 ) (408 ) — — — 47,340

Total operating expenses 581,362 (86,067 ) (90 ) (23,932 ) (5,248 ) (408 ) — — — 465,617

Income from operations 69,989 94,525 196 27,638 5,248 408 — — — 198,004

Operating margin 9.2 % 12.5 % — 3.7 % 0.7 % 0.1 % — — — 26.2 %

Net income $ 1,269,632 $ 94,525 $ 196 $ 27,638 $ 5,248 $ 5,868 $ 3,001 $ (1,208,216 ) $ (22,539 ) $ 175,353

Weighted shares outstanding, basic 270,570 270,570

Weighted shares outstanding, diluted (9) 292,736 292,736

Net income per share, basic $ 4.69 $ 0.36 $ - $ 0.10 $ 0.02 $ 0.02 $ 0.01 $ (4.47 ) $ (0.08 ) $ 0.65

Net income per share, diluted (10) $ 4.34 $ 0.60

__________________________

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Restructuring charges

(4) Legal fees

(5) Change in fair value of convertible note receivable and other

(6) Amortization of debt issuance costs and interest expense related to debt

(7) Valuation allowance release related to our U.S. deferred tax assets

(8) Income tax effect of non-GAAP adjustments. We use 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% aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides 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.

(9) Includes 22,166 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans

(10) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $1,099 of interest expense related to the convertible senior notes

GAAP Non-GAAP Adjustments Non-GAAP

Fiscal Year Ended July 31, 2026 (1) (2) (3) (4) (5) (6) (7) (8) Fiscal Year Ended July 31, 2026

(in thousands, except percentages and per share data)

Gross profit $ 2,476,796 $ 29,740 $ 424 $ 3,706 $ — $ — $ — $ — $ — $ 2,510,666

Gross margin 86.8 % 1.1 % — 0.1 % — — — — — 88.0 %

Operating expenses:

Sales and marketing 1,150,278 (82,402 ) (354 ) (17,597 ) — — — — — 1,049,925

Research and development 790,892 (180,844 ) — (5,173 ) — — — — — 604,875

General and administrative 261,656 (64,681 ) — (1,162 ) (14,899 ) (408 ) — — — 180,506

Total operating expenses 2,202,826 (327,927 ) (354 ) (23,932 ) (14,899 ) (408 ) — — — 1,835,306

Income from operations 273,970 357,667 778 27,638 14,899 408 — — — 675,360

Operating margin 9.6 % 12.6 % — 1.0 % 0.5 % — — — — 23.7 %

Net income $ 1,506,837 $ 357,667 $ 778 $ 27,638 $ 14,899 $ 5,868 $ 11,986 $ (1,208,216 ) $ (120,702 ) $ 596,755

Weighted shares outstanding, basic 268,691 268,691

Weighted shares outstanding, diluted(9) 292,183 292,183

Net income per share, basic $ 5.61 $ 1.34 $ - $ 0.10 $ 0.06 $ 0.02 $ 0.04 $ (4.50 ) $ (0.45 ) $ 2.22

Net income per share, diluted(10) $ 5.17 $ 2.04

__________________________

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Restructuring charges

(4) Legal fees

(5) Change in fair value of convertible note receivable and other

(6) Amortization of debt issuance costs and interest expense related to debt

(7) Valuation allowance release related to our U.S. deferred tax assets

(9) Includes 23,492 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans

(10) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $4,403 of interest expense related to the convertible senior notes

GAAP Non-GAAP Adjustments Non-GAAP

Three Months Ended July 31, 2025 (1) (2) (3) (4) (5) (6) Three Months Ended July 31, 2025

(in thousands, except percentages and per share data)

Gross profit $ 569,434 $ 7,213 $ 105 $ — $ — $ — $ — $ 576,752

Gross margin 87.2 % 1.1 % — — — — — 88.3 %

Operating expenses:

Sales and marketing 281,280 (19,372 ) (88 ) — — — — 261,820

Research and development 193,666 (42,872 ) — — — — — 150,794

General and administrative 63,280 (15,714 ) — (2,971 ) — — — 44,595

Total operating expenses 538,226 (77,958 ) (88 ) (2,971 ) — — — 457,209

Income from operations 31,208 85,171 193 2,971 — — — 119,543

Operating margin 4.8 % 13.0 % — 0.5 % — — — 18.3 %

Net income $ 38,650 $ 85,171 $ 193 $ 2,971 $ (100 ) $ 3,008 $ (20,784 ) $ 109,109

Weighted shares outstanding, basic 268,659 268,659

Weighted shares outstanding, diluted(7) 297,456 297,456

Net income per share, basic $ 0.14 $ 0.33 $ - $ 0.01 $ - $ 0.01 $ (0.08 ) $ 0.41

Net income per share, diluted(8) $ 0.13 $ 0.37

__________________________

(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 debt

(6) Income tax effect of non-GAAP adjustments. We use 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% aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides 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.

(7) Includes 28,797 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans

(8) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $1,099 of interest expense related to the convertible senior notes

GAAP Non-GAAP Adjustments Non-GAAP

Fiscal Year Ended July 31, 2025 (1) (2) (3) (4) (5) (6) (7) Fiscal Year Ended July 31, 2025

(in thousands, except percentages and per share data)

Gross profit $ 2,203,145 $ 30,406 $ 2,185 $ — $ — $ — $ — $ — $ 2,235,736

Gross margin 86.8 % 1.2 % 0.1 % — — — — — 88.1 %

Operating expenses:

Sales and marketing 1,056,465 (80,930 ) (353 ) — — — — — 975,182

Research and development 736,823 (175,361 ) — — — — — — 561,462

General and administrative 237,316 (64,893 ) — (9,451 ) — — — — 162,972

Total operating expenses 2,030,604 (321,184 ) (353 ) (9,451 ) — — — — 1,699,616

Income from operations 172,541 351,590 2,538 9,451 — — — — 536,120

Operating margin 6.8 % 13.8 % 0.1 % 0.4 % — — — — 21.1 %

Net income $ 188,366 $ 351,590 $ 2,538 $ 9,451 $ (310 ) $ 11,347 $ 8,377 $ (95,646 ) $ 475,713

Weighted shares outstanding, basic 267,479 267,479

Weighted shares outstanding, diluted(8) 294,083 294,083

Net income per share, basic $ 0.70 $ 1.32 $ 0.01 $ 0.04 $ - $ 0.04 $ 0.03 $ (0.36 ) $ 1.78

Net income per share, diluted(9) $ 0.65 $ 1.62

__________________________

(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 debt

(7) Income tax effect of non-GAAP adjustments. We use 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% aligns with the non-GAAP measure of profitability, reduces volatility of the non-GAAP tax rate and provides 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 26,604 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 $3,172 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

July 31, Fiscal Year Ended

July 31,

2025 2026 2025 2026

(in thousands)

Net cash provided by operating activities $ 219,529 $ 315,013 $ 821,456 $ 916,688

Purchases of property and equipment (11,750 ) (37,443 ) (71,283 ) (76,013 )

Free cash flow $ 207,779 $ 277,570 $ 750,173 $ 840,675

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