Form 8-K

8-K — Nutanix, Inc.

Accession: 0001171843-26-003724

Filed: 2026-05-27

Period: 2026-05-27

CIK: 0001618732

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_052726.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_052726.htm · Sequence: 1

Form 8-K

False000161873200016187322026-05-272026-05-27iso4217: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): May 27, 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 May 27, 2026, Nutanix, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its third fiscal quarter ended April 30, 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 May 27, 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: May 27, 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 Third Quarter Fiscal 2026 Financial Results

Reports 15% YoY ARR Growth and Solid Free Cash Flow Performance

Delivers Outperformance Across All Guided Metrics

SAN JOSE, Calif., May 27, 2026 (GLOBE NEWSWIRE) -- Nutanix, Inc. (NASDAQ: NTNX), a leader in hybrid multicloud computing, today announced financial results for its third quarter ended April 30, 2026.

“We saw solid demand in the third quarter, including strong bookings, healthy new logo additions, and good free cash flow performance,” said Rajiv Ramaswami, CEO of Nutanix. “We also announced significant new innovations and partnerships in the areas of AI, modern applications and support for external storage, which will help us pursue the substantial market opportunity in front of us.”

“Our business performed well in our third quarter, as reflected in results that exceeded the high end of the range for all of our guided metrics,” said Rukmini Sivaraman, CFO of Nutanix. “We are pleased to raise our full year guidance and remain focused on driving sustainable growth and improving profitability.”

Third Quarter Fiscal 2026 Financial Summary

Q3 FY’26 Q3 FY’25 Y/Y Change

Annual Recurring Revenue (ARR)1 $2.43 billion $2.12 billion 15%

Average Contract Duration2 3.4 years 3.1 years 0.3 years

Revenue $703.1 million $639.0 million 10%

GAAP Gross Margin 86.9% 87.0% (10) bps

Non-GAAP Gross Margin 87.8% 88.2% (40) bps

GAAP Operating Expenses $540.3 million $507.3 million 6.5%

Non-GAAP Operating Expenses $460.5 million $426.5 million 8.0%

GAAP Operating Income $70.5 million $48.6 million $21.9 million

Non-GAAP Operating Income $156.5 million $137.1 million $19.4 million

GAAP Operating Margin 10.0% 7.6% 240 bps

Non-GAAP Operating Margin 22.3% 21.5% 80 bps

Net Cash Provided by Operating Activities $207.5 million $218.5 million ($11.0) million

Free Cash Flow $197.2 million $203.4 million ($6.2) 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 Unveils Nutanix Agentic AI, Full Stack Software Solution to Unlock the Potential of Enterprise AI Factories: At NVIDIA GTC 2026, Nutanix announced the Nutanix Agentic AI solution, a full software stack purpose built to help customers accelerate adoption of Agentic AI for business transformation.

Nutanix held its annual .NEXT conference in Chicago, IL on April 7 - 9, 2026, and made the following announcements at the event:

Nutanix and NetApp Form Strategic Alliance with New Integration for a Modern Cloud Platform: Nutanix and NetApp® announced a collaboration to integrate NetApp Intelligent Data Infrastructure built on NetApp enterprise storage systems with the Nutanix Cloud Platform (NCP) solution and Nutanix AHV hypervisor later this year.

Nutanix Introduces NKP Metal, Bringing Bare-Metal Kubernetes to its Platform: Nutanix announced NKP Metal which extends the Nutanix operating model and Nutanix Kubernetes Platform (NKP) solution to support Kubernetes® deployments directly on bare-metal infrastructure.

Nutanix Database Platform Bolsters MongoDB Support with New Certified Integration: Nutanix announced a certified integration between the Nutanix Database Service (NDB) platform and MongoDB Ops Manager, combining infrastructure automation with database management to simplify MongoDB operations for customers.

Nutanix to Extend Nutanix Agentic AI, Empowering Neoclouds to Deliver Higher Value AI Services: Nutanix announced it will introduce new capabilities in the second half of 2026 for its Nutanix Agentic AI solution that are designed to help a new generation of AI cloud providers, known as neoclouds, to deliver secure, scalable AI services to AI engineers and agentic AI developers.

Nutanix Accelerates Service Provider Growth with New Cloud Capabilities and Migration Programs: Nutanix announced new platform and program enhancements for Nutanix Elevate Service Provider Program partners, including the new multitenant cloud capabilities enabled by the Nutanix Service Provider Central program designed to help partners scale and differentiate their services.

Nutanix also held its Investor Day 2026 on April 7, 2026 in conjunction with its annual .NEXT conference, and made the following announcement at the event:

Nutanix Announces $750 Million Increase to Share Repurchase Authorization: Nutanix announced its Board of Directors authorized an increase of $750 million of common stock to the company’s existing share repurchase program.

Fourth Quarter Fiscal 2026 Outlook

Revenue $725 - $745 million

Non-GAAP Operating Margin 21% to 23%

Weighted Average Shares Outstanding (Diluted)3 Approximately 292 million

Fiscal 2026 Outlook

Revenue $2.82 - $2.84 billion

Non-GAAP Operating Margin Approximately 22.5%

Free Cash Flow $760 - $780 million

Supplementary materials to this press release, including our third quarter 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 third quarter 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), 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, 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 fourth quarter fiscal 2026 outlook and/or our fiscal 2026 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 pursue the substantial market opportunity ahead, including through our innovations and partnerships in AI, modern applications and external storage; our focus on driving sustainable growth and improving profitability; our fourth quarter fiscal 2026 outlook; and our fiscal 2026 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 full benefits of, or unexpected difficulties or delays in successfully implementing or realizing the full benefits of, our business plans, strategies, initiatives, vision, objectives, momentum, prospects and outlook; 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, 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 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 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 multicloud computing leader, offering organizations a unified software platform for running applications and AI and managing data anywhere. With Nutanix, organizations can simplify operations for traditional and modern applications, freeing them to focus on business goals. Trusted by more than 30,000 customers worldwide, Nutanix helps empower organizations to transform digitally and power hybrid multicloud environments consistently, simply, and cost-effectively. 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of

July 31,

2025 April 30,

2026

(in thousands)

Assets

Current assets:

Cash and cash equivalents $ 769,502 $ 718,812

Short-term investments 1,223,234 1,299,091

Accounts receivable, net 337,967 251,588

Deferred commissions—current 153,072 146,360

Prepaid expenses and other current assets 105,391 195,669

Total current assets 2,589,166 2,611,520

Property and equipment, net 142,814 127,316

Operating lease right-of-use assets 134,526 175,261

Deferred commissions—non-current 189,221 191,062

Intangible assets, net 2,615 2,033

Goodwill 185,235 185,235

Other assets—non-current 39,617 126,201

Total assets $ 3,283,194 $ 3,418,628

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable $ 81,599 $ 84,382

Accrued compensation and benefits 230,498 165,336

Accrued expenses and other current liabilities 24,187 28,199

Deferred revenue—current 1,054,023 1,154,755

Operating lease liabilities—current 23,234 37,346

Total current liabilities 1,413,541 1,470,018

Deferred revenue—non-current 1,058,731 1,152,223

Operating lease liabilities—non-current 115,754 144,063

Convertible senior notes, net 1,343,818 1,347,484

Other liabilities—non-current 45,870 30,453

Total liabilities 3,977,714 4,144,241

Stockholders’ deficit:

Common stock 7 7

Additional paid-in capital 4,200,466 4,219,337

Accumulated other comprehensive income (loss) 700 (307 )

Accumulated deficit (4,895,693 ) (4,944,650 )

Total stockholders’ deficit (694,520 ) (725,613 )

Total liabilities and stockholders’ deficit $ 3,283,194 $ 3,418,628

NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

April 30, Nine Months Ended

April 30,

2025 2026 2025 2026

(in thousands, except per share data)

Revenue:

Product $ 345,479 $ 364,938 $ 1,001,585 $ 1,101,305

Support, maintenance and other services 293,504 338,128 883,075 995,162

Total revenue 638,983 703,066 1,884,660 2,096,467

Cost of revenue:

Product (1)(2) 6,776 5,816 23,969 15,782

Support, maintenance and other services (1) 76,215 86,463 226,980 255,240

Total cost of revenue 82,991 92,279 250,949 271,022

Gross profit 555,992 610,787 1,633,711 1,825,445

Operating expenses:

Sales and marketing (1)(2) 260,402 283,605 775,185 846,381

Research and development (1) 186,413 196,098 543,157 585,839

General and administrative (1) 60,532 60,575 174,036 189,244

Total operating expenses 507,347 540,278 1,492,378 1,621,464

Income from operations 48,645 70,509 141,333 203,981

Other income, net 15,954 10,805 25,172 40,412

Income before provision for income taxes 64,599 81,314 166,505 244,393

Provision for income taxes 1,236 9,227 16,789 7,188

Net income $ 63,363 $ 72,087 $ 149,716 $ 237,205

Net income per share attributable to Class

A common stockholders, basic $ 0.24 $ 0.27 $ 0.56 $ 0.88

Net income per share attributable to Class

A common stockholders, diluted $ 0.22 $ 0.25 $ 0.52 $ 0.82

Weighted average shares used in computing net

income per share attributable to Class A

common stockholders, basic 267,566 265,950 267,081 268,058

Weighted average shares used in computing net

income per share attributable to Class A

common stockholders, diluted 296,804 287,481 292,942 291,992

__________________________

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

Three Months Ended

April 30, Nine Months Ended

April 30,

2025 2026 2025 2026

(in thousands)

Product cost of revenue $ 401 $ 364 $ 2,425 $ 1,150

Support, maintenance and other services cost of revenue 6,623 5,710 20,768 20,132

Sales and marketing 19,513 19,556 61,558 60,070

Research and development 42,162 44,757 132,489 135,363

General and administrative 15,543 12,431 49,179 46,427

Total stock-based compensation expense $ 84,242 $ 82,818 $ 266,419 $ 263,142

(2) Includes the following amortization of intangible assets:

Three Months Ended

April 30, Nine Months Ended

April 30,

2025 2026 2025 2026

(in thousands)

Product cost of revenue $ 546 $ 106 $ 2,080 $ 318

Sales and marketing 89 88 265 264

Total amortization of intangible assets $ 635 $ 194 $ 2,345 $ 582

NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

April 30,

2025 2026

(in thousands)

Cash flows from operating activities:

Net income $ 149,716 $ 237,205

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

Depreciation and amortization 54,451 53,581

Stock-based compensation 266,419 263,142

Amortization of debt discount and issuance costs 2,519 4,085

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

Operating lease cost, net of accretion 21,355 25,497

Other (4,690 ) (7,935 )

Changes in operating assets and liabilities:

Accounts receivable, net (14,084 ) (1,506 )

Deferred commissions 31,339 4,870

Prepaid expenses and other assets (10,589 ) (92,429 )

Accounts payable 3,774 3,128

Accrued compensation and benefits (10,528 ) (53,410 )

Accrued expenses and other liabilities (5,601 ) (9,324 )

Operating leases, net (23,640 ) (23,812 )

Deferred revenue 130,139 198,583

Net cash provided by operating activities 601,927 601,675

Cash flows from investing activities:

Maturities of investments 272,846 607,475

Purchases of investments (941,406 ) (679,600 )

Sales of investments 2,011 2,750

Purchases of property and equipment (59,533 ) (38,570 )

Net cash used in investing activities (726,082 ) (107,945 )

Cash flows from financing activities:

Proceeds from sales of shares through employee equity incentive plans 68,525 61,447

Taxes paid related to net share settlement of equity awards (212,919 ) (169,402 )

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 (257,859 ) (433,240 )

Other financing activities, net (2,943 ) (2,637 )

Net cash provided by (used in) financing activities 341,119 (543,832 )

Net increase (decrease) in cash, cash equivalents and restricted cash $ 216,964 $ (50,102 )

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

Cash, cash equivalents and restricted cash—end of period $ 872,626 $ 719,415

Restricted cash (1) 27 603

Cash and cash equivalents—end of period $ 872,599 $ 718,812

Supplemental disclosures of cash flow information:

Cash paid for income taxes $ 25,550 $ 25,972

Supplemental disclosures of non-cash investing and

financing information:

Purchases of property and equipment included in accounts payable and

accrued and other liabilities $ 1,186 $ 6,601

Unpaid taxes related to net share settlement of equity awards included

in accrued expenses and other liabilities $ 2,554 $ 1,672

_________________________

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

Disaggregation of Revenue

(Unaudited)

Three Months Ended

April 30, Nine Months Ended

April 30,

2025 2026 2025 2026

(in thousands)

Disaggregation of revenue:

Subscription revenue $ 609,663 $ 664,792 $ 1,794,777 $ 1,993,163

Professional services and other revenue (1) 29,320 38,274 89,883 103,304

Total revenue $ 638,983 $ 703,066 $ 1,884,660 $ 2,096,467

_________________________

(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 April 30,

2025 2026

(in thousands)

Annual Recurring Revenue (ARR) (1) $ 2,119,028 $ 2,434,939

______________________

(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 April 30,

2025 2026

(in thousands)

Remaining performance obligations:

Current $ 1,200,538 $ 1,504,035

13-36 months 920,653 1,192,484

Thereafter 305,548 381,271

Total $ 2,426,739 $ 3,077,790

Reconciliation of GAAP to Non-GAAP Profit Measures

(Unaudited)

GAAP Non-GAAP Adjustments Non-GAAP

Three Months

Ended April 30,

2026 (1) (2) (3) (4) (5) Three Months

Ended April 30,

2026

(in thousands, except percentages and per share data)

Gross profit $ 610,787 $ 6,074 $ 106 $ — $ — $ — $ 616,967

Gross margin 86.9 % 0.9 % — — — — 87.8 %

Operating expenses:

Sales and marketing 283,605 (19,556 ) (88 ) — — — 263,961

Research and development 196,098 (44,757 ) — — — — 151,341

General and administrative 60,575 (12,431 ) — (2,948 ) — — 45,196

Total operating expenses 540,278 (76,744 ) (88 ) (2,948 ) — — 460,498

Income from operations 70,509 82,818 194 2,948 — — 156,469

Operating margin 10.0 % 11.9 % — 0.4 % — — 22.3 %

Net income $ 72,087 $ 82,818 $ 194 $ 2,948 $ 2,997 $ (24,827 ) $ 136,217

Weighted shares outstanding, basic 265,950 265,950

Weighted shares outstanding, diluted (6) 287,481 287,481

Net income per share, basic $ 0.27 $ 0.31 $ - $ 0.01 $ 0.01 $ (0.09 ) $ 0.51

Net income per share, diluted (7) $ 0.25 $ 0.47

________________________

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Legal fees

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

(5) 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.

(6) Includes 21,531 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans

(7) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $1,108 of interest expense related to the convertible senior notes

GAAP Non-GAAP Adjustments Non-GAAP

Nine Months

Ended April 30,

2026 (1) (2) (3) (4) (5) Nine Months

Ended April 30,

2026

(in thousands, except percentages and per share data)

Gross profit $ 1,825,445 $ 21,282 $ 318 $ — $ — $ — $ 1,847,045

Gross margin 87.1 % 1.0 % — — — — 88.1 %

Operating expenses:

Sales and marketing 846,381 (60,070 ) (264 ) — — — 786,047

Research and development 585,839 (135,363 ) — — — — 450,476

General and administrative 189,244 (46,427 ) — (9,651 ) — — 133,166

Total operating expenses 1,621,464 (241,860 ) (264 ) (9,651 ) — — 1,369,689

Income from operations 203,981 263,142 582 9,651 — — 477,356

Operating margin 9.7 % 12.6 % — 0.5 % — — 22.8 %

Net income $ 237,205 $ 263,142 $ 582 $ 9,651 $ 8,985 $ (98,163 ) $ 421,402

Weighted shares outstanding, basic 268,058 268,058

Weighted shares outstanding, diluted (6) 291,992 291,992

Net income per share, basic $ 0.88 $ 0.99 $ - $ 0.04 $ 0.03 $ (0.37 ) $ 1.57

Net income per share, diluted (7) $ 0.82 $ 1.44

______________________

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Legal fees

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

(6) Includes 23,934 potentially dilutive shares related to convertible senior notes and the issuance of shares under employee equity incentive plans

(7) In accordance with ASC 260, in order to calculate GAAP net income per share, diluted, the numerator has been adjusted to add back $3,305 of interest expense related to the convertible senior notes

GAAP Non-GAAP Adjustments Non-GAAP

Three Months

Ended April 30,

2025 (1) (2) (3) (4) (5) (6) Three Months

Ended April 30,

2025

(in thousands, except percentages and per share data)

Gross profit $ 555,992 $ 7,024 $ 546 $ — $ — $ — $ — $ 563,562

Gross margin 87.0 % 1.1 % 0.1 % — — — — 88.2 %

Operating expenses:

Sales and marketing 260,402 (19,513 ) (89 ) — — — — 240,800

Research and development 186,413 (42,162 ) — — — — — 144,251

General and administrative 60,532 (15,543 ) — (3,545 ) — — — 41,444

Total operating expenses 507,347 (77,218 ) (89 ) (3,545 ) — — — 426,495

Income from operations 48,645 84,242 635 3,545 — — — 137,067

Operating margin 7.6 % 13.2 % 0.1 % 0.6 % — — — 21.5 %

Net income $ 63,363 $ 84,242 $ 635 $ 3,545 $ (80 ) $ 2,950 $ (29,942 ) $ 124,713

Weighted shares outstanding, basic 267,566 267,566

Weighted shares outstanding, diluted (7) 296,804 296,804

Net income per share, basic $ 0.24 $ 0.32 $ - $ 0.01 $ - $ 0.01 $ (0.11 ) $ 0.47

Net income per share, diluted (8) $ 0.22 $ 0.42

______________________

(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 convertible senior notes

(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 29,238 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

Nine Months

Ended April 30,

2025 (1) (2) (3) (4) (5) (6) (7) Nine Months

Ended April 30,

2025

(in thousands, except percentages and per share data)

Gross profit $ 1,633,711 $ 23,193 $ 2,080 $ — $ — $ — $ — $ — $ 1,658,984

Gross margin 86.7 % 1.2 % 0.1 % — — — — — 88.0 %

Operating expenses:

Sales and marketing 775,185 (61,558 ) (265 ) — — — — — 713,362

Research and development 543,157 (132,489 ) — — — — — — 410,668

General and administrative 174,036 (49,179 ) — (6,480 ) — — — — 118,377

Total operating expenses 1,492,378 (243,226 ) (265 ) (6,480 ) — — — — 1,242,407

Income from operations 141,333 266,419 2,345 6,480 — — — — 416,577

Operating margin 7.5 % 14.2 % 0.1 % 0.3 % — — — — 22.1 %

Net income $ 149,716 $ 266,419 $ 2,345 $ 6,480 $ (210 ) $ 11,347 $ 5,369 $ (74,862 ) $ 366,604

Weighted shares outstanding, basic 267,081 267,081

Weighted shares outstanding, diluted (8) 292,942 292,942

Net income per share, basic $ 0.56 $ 1.00 $ 0.01 $ 0.02 $ - $ 0.04 $ 0.02 $ (0.28 ) $ 1.37

Net income per share, diluted (9) $ 0.52 $ 1.25

_____________________

(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 convertible senior notes

(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 25,861 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 $2,074 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

April 30, Nine Months Ended

April 30,

2025 2026 2025 2026

(in thousands)

Net cash provided by operating activities $ 218,506 $ 207,504 $ 601,927 $ 601,675

Purchases of property and equipment (15,095 ) (10,323 ) (59,533 ) (38,570 )

Free cash flow $ 203,411 $ 197,181 $ 542,394 $ 563,105

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