Every material Form 8-K Nutanix has filed with the SEC since February 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Nutanix director Craig Conway will not stand for re-election at the 2026 annual meeting, and he will serve until then. The company also signed a twelve-month advisory agreement with former President and Chief Commercial Officer Tarkan Maner, who stepped down earlier, under which he will be paid $37,500 per month. The filing describes these as leadership transitions and does not report any financial results.
Craig Conway notified the company on October 5, 2026 that he will not stand for re-election to the Board at the 2026 annual meeting.
Tarkan Maner entered a Transition Advisory Services Agreement on October 7, 2026, for a twelve-month term.
Maner's advisory fee is $37,500 per month, with no severance, new equity awards or accelerated vesting.
The agreement may be terminated for cause or by either party on 30 days' notice; the full text is expected in the 10-Q for the quarter ending October 31, 2026.
Nutanix said President and Chief Commercial Officer Tarkan Maner will step down effective October 2, 2026. Oversight of sales, marketing and customer experience will move to CEO Rajiv Ramaswami, and the company is discussing a possible senior advisor arrangement with Maner.
Tarkan Maner steps down as President and Chief Commercial Officer effective October 2, 2026
Sales, marketing and customer experience oversight transfers to CEO Rajiv Ramaswami
Company and Maner are discussing a potential senior advisor transition arrangement; no terms are disclosed
Nutanix reported fourth-quarter fiscal 2026 revenue of $757.1 million, up 16% from a year earlier, and annual recurring revenue of $2.55 billion, also up 16%. GAAP net income of $1.27 billion was driven largely by a $1.19 billion income tax benefit, while non-GAAP operating income rose to $198.0 million from $119.5 million, and the company gave fiscal 2027 revenue guidance of $3.180 billion to $3.230 billion.
Q4 revenue $757.1 million vs. $653.3 million a year earlier; fiscal 2026 revenue $2.85 billion, up 12%
Q4 GAAP diluted EPS $4.34 vs. $0.13 a year earlier, including a $1.19 billion income tax benefit
Q4 non-GAAP operating margin 26.2% vs. 18.3%; free cash flow $277.6 million vs. $207.8 million
Q1 fiscal 2027 revenue outlook $755 million to $765 million; fiscal 2027 free cash flow outlook $850 million to $950 million
Nutanix announced on August 4, 2026 a plan to reduce its global workforce by about 5% after a review of its business structure, aiming to improve efficiency and shift resources toward strategic priorities. The company expects to substantially complete the reduction by the end of October 2026, with aggregate pre-tax charges of approximately $33 million to $43 million, mostly severance, and it notes actual charges may differ materially.
Plan to reduce global workforce by approximately 5%
Estimated aggregate pre-tax charges of $33 million to $43 million, mainly one-time severance and termination benefits
Substantial completion expected by the end of October 2026, subject to local laws and works council consultations
Nutanix reported third-quarter fiscal 2026 revenue of $703.1 million, up 10% from $639.0 million a year earlier, and GAAP operating income of $70.5 million, up from $48.6 million. The company said it raised its full-year fiscal 2026 guidance, though the filing does not state the prior guidance figures, so the size of the change cannot be measured from this document.
Revenue was $703.1 million, up 10% year over year; annual recurring revenue (ARR) was $2.43 billion, up 15%
GAAP net income was $72.1 million, or $0.25 per diluted share, versus $63.4 million, or $0.22 per diluted share, a year earlier
Free cash flow was $197.2 million, down $6.2 million from $203.4 million; non-GAAP operating margin was 22.3% versus 21.5%
Fiscal 2026 outlook: revenue of $2.82 billion to $2.84 billion and free cash flow of $760 million to $780 million; fourth-quarter revenue outlook of $725 million to $745 million
Nutanix reported second-quarter fiscal 2026 revenue of $722.8 million, up 10% from a year earlier, and GAAP net income of $103.0 million, up from $56.4 million. The same day, it agreed to sell 4,136,789 shares to AMD at $36.26 per share for $150 million, and the companies announced a multi-year partnership with AMD funding up to $100 million for Nutanix R&D and go-to-market work. The company guided third-quarter revenue to $680 million to $690 million and said supply chain constraints could affect the timing of near-term revenue and free cash flow.
Q2 GAAP net income was $103.0 million, or $0.36 per diluted share, versus $56.4 million, or $0.19 per diluted share, a year earlier.
Annual Recurring Revenue was $2.36 billion as of January 31, 2026, up 16% year over year; free cash flow was $191.4 million.
Q3 fiscal 2026 revenue outlook is $680 million to $690 million; fiscal 2026 revenue outlook is $2.80 billion to $2.84 billion.
AMD agreed to buy 4,136,789 Class A shares at $36.26 per share, or $150 million in cash, in a private placement; closing is subject to a Hart-Scott-Rodino waiting period.
Nutanix's board appointed Tarkan Maner, its Chief Commercial Officer since November 2019, as President and Chief Commercial Officer effective December 18, 2025. His role expands to oversee sales, marketing and customer experience, and CEO Rajiv Ramaswami remains in his position.
Appointment effective December 18, 2025, by the Board of Directors
Tarkan Maner, age 56, previously served as Chairman and CEO of Nexenta Systems, Inc. from August 2013 to September 2019
Maner's expanded responsibilities include sales, marketing and customer experience
Existing compensation arrangements remain unchanged; Rajiv Ramaswami continues as CEO
At its December 12, 2025 annual meeting, Nutanix stockholders approved an amended and restated 2016 Equity Incentive Plan with a fixed reserve of 19,500,000 shares, down from the 46,736,519 shares available under the plan as of October 14, 2025. The plan also removes the annual evergreen increase to the share reserve, and stockholders re-elected all nine director nominees and ratified Deloitte & Touche LLP as auditor for fiscal 2026.
Restated plan sets a fixed maximum reserve of 19,500,000 shares and eliminates the annual evergreen share increase
Proposal 4 passed with 162,639,231 votes for, 50,040,183 against, 600,018 abstentions and 33,092,719 broker non-votes
All nine director nominees were elected, including Eric K. Brandt with 193,310,158 votes for and 15,171,301 against
Stockholders ratified Deloitte & Touche LLP with 243,469,662 votes for and 2,414,394 against
Nutanix reported first quarter fiscal 2026 results on November 25, 2025, with revenue up 13% and GAAP net income more than doubling from a year earlier. The CFO said some revenue shifted from Q1 into future periods, and the company updated its full-year revenue guidance to $2.82 - $2.86 billion while raising its full-year free cash flow guidance to $800 - $840 million. Shareholders see higher quarterly profit and cash flow, but the revenue timing shift and revised revenue outlook are the main points to note.
Revenue of $670.6 million, up 13% from $591.0 million in the first quarter of fiscal 2025
GAAP net income of $62.1 million, or $0.21 per diluted share, versus $29.9 million, or $0.10, a year earlier
ARR of $2.28 billion, up 18% year over year; free cash flow of $174.5 million versus $151.9 million
Q2 fiscal 2026 revenue outlook of $705 - $715 million; fiscal 2026 revenue outlook of $2.82 - $2.86 billion
Nutanix appointed Greg Lavender as a director effective September 17, 2025, and assigned him to the board's Security and Privacy Committee. The board determined he is independent under Nasdaq listing rules, and he will receive the standard compensation for non-employee directors. The filing reports no financial results, so the appointment's effect on shareholders depends on how the board develops.
Appointed effective September 17, 2025; Nutanix announced the appointment on September 18, 2025.
Joins the Security and Privacy Committee; the board determined he is an independent director.
Previously served as CTO at Intel from June 2021 to June 2025 and as Senior Vice President and CTO at VMware.
Will receive standard cash compensation and equity awards for non-employee directors.
Nutanix reported fourth-quarter fiscal 2025 revenue of $653.3 million, up 19% from a year earlier, and GAAP net income of $38.7 million, compared with a net loss of $126.1 million in the prior-year quarter. The company also issued a separate release saying its Board authorized repurchases of up to $350 million of Class A common stock, and it gave fiscal 2026 and first-quarter outlooks.
Q4 fiscal 2025 revenue was $653.3 million, up 19% from $548.0 million; fiscal 2025 revenue was $2.54 billion, up 18%.
Q4 GAAP net income was $38.7 million, or $0.13 per diluted share, versus a net loss of $126.1 million, or $(0.51) per share, a year earlier.
Fiscal 2025 free cash flow was $750.2 million; fiscal 2026 free cash flow outlook is $790 million to $830 million.
Board authorized repurchases of up to $350 million of Class A common stock; first-quarter fiscal 2026 revenue outlook is $670 million to $680 million.
Nutanix director Brian Stevens submitted his resignation from the board on June 14, 2025, effective June 16, 2025. The company said the departure is not due to any disagreement with Nutanix on its operations, policies, or practices, and the board thanked him for his service. The filing also attaches a May 16, 2025 press release describing earlier board changes, including Eric K. Brandt joining the board and David Humphrey leaving it.
Brian Stevens submitted his resignation as a director on June 14, 2025, effective June 16, 2025.
The filing states the resignation is not due to any disagreement with the company on operations, policies, or practices.
Exhibit 99.1, dated May 16, 2025, reports Eric K. Brandt joined the board effective May 15, 2025.
Exhibit 99.1 also reports David Humphrey resigned from the board effective May 15, 2025; Max de Groen remains on the board.
Nutanix reported third-quarter fiscal 2025 results for the period ended April 30, 2025, with revenue of $639.0 million, up 22% from a year earlier, and annual recurring revenue of $2.14 billion, up 18%. The company swung to GAAP operating income of $48.6 million from a loss of $11.6 million a year earlier, and it set fourth-quarter and full-year fiscal 2025 outlook ranges.
Q3 revenue $639.0 million vs. $524.6 million a year earlier (up 22%)
GAAP operating income $48.6 million vs. a loss of $11.6 million a year earlier; GAAP diluted EPS $0.22 vs. $(0.06)
Free cash flow $203.4 million vs. $78.3 million; fiscal 2025 free cash flow outlook $700 million to $730 million
Q4 fiscal 2025 revenue outlook $635 million to $645 million; full-year fiscal 2025 revenue outlook $2.52 billion to $2.53 billion
Nutanix appointed Eric K. Brandt, a former CFO of Broadcom, as an independent director effective May 15, 2025, and David Humphrey, a Bain Capital partner, resigned from the board effective the same day. The filing says Humphrey's resignation was not due to any disagreement with the company, and Max de Groen remains on the board from Bain Capital.
Eric K. Brandt appointed director effective May 15, 2025; not yet named to any board committee
Brandt was CFO of Broadcom Corporation from 2007 until its acquisition by Avago Technologies in 2016
David Humphrey resigned as director effective May 15, 2025, with no disagreement with the company stated
Bain Capital's partner Max de Groen continues to serve on the board
Nutanix reported second-quarter fiscal 2025 results for the period ended January 31, 2025, with revenue of $654.7 million, up 16% from $565.2 million a year earlier, and GAAP net income of $56.4 million, up from $32.8 million. The company also gave revenue guidance of $620 million to $630 million for the third quarter and $2.495 billion to $2.515 billion for fiscal 2025, which shareholders can compare with future results.
Annual recurring revenue reached $2.06 billion, up 19% year over year
GAAP diluted earnings per share were $0.19, compared with $0.12 a year earlier
Free cash flow was $187.1 million, compared with $162.6 million a year earlier
Third-quarter revenue outlook is $620 million to $630 million; fiscal 2025 revenue outlook is $2.495 billion to $2.515 billion
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