DEF 14A of Nutanix, Inc., Oct 20, 2026

DEF 14A of Nutanix, Inc.

Filed Oct 20, 2026 · FY20260001193125-26-426829

Open on EDGAR

  1. Proposal 1: Election of Directors (See Page 20)

    Proposal 1: Election of Directors (See Page 20)

  2. Proposal 1: Election of Directors (See Page 20)

    | | Our Board Recommends a VOTE FOR Each of the Eight Director Nominees. |

  3. Board Composition and Refreshment

    Board Composition and Refreshment Our Nominating and Corporate Governance Committee is focused on maintaining a Board with the right balance of skills, experience, tenure, and fresh perspective to oversee our strategy. We believe our Board reflects a thoughtful balance of longer-tenured directors, who provide deep institutional knowledge, and directors who have joined more recently and bring new perspectives. Board refreshment is informed by our annual Board evaluation process and ongoing assessment of the skills and experience needed to support our long-term strategy. For example, in May 2025, we welcomed Eric K. Brandt, whose extensive executive leadership experience, combined with deep audit committee financial expertise, public company board service, and other relevant qualifications, enhances our Board’s capabilities in finance, capital allocation, and governance. In September 2025, we added Greg Lavender, a recognized leader in technology, whose experience includes global operational leadership, cybersecurity expertise, customer segment and domain knowledge, and other qualifications gained through senior roles at leading technology companies. Collectively, these Board refreshment actions have contributed to a Board that reflects a mix of executive leadership, technology, artificial intelligence and cybersecurity expertise, software and information technology industry experience, audit and financial expertise, and public company governance experience, while reinforcing our commitment to diversity of professional and personal backgrounds. Board refreshment remains an ongoing process. During fiscal year 2025, two directors concluded their service on our Board after providing many years of valuable service. In addition, Craig Conway, who has served on our Board since October 2017, has informed the Board that he will not stand for re-election at the Annual Meeting. These developments reflect the Board’s continued focus on thoughtful succession planning. In connection with Bain Capital’s 2020 investment in the Company, Bain previously had the right to nominate directors to our Board based on specified ownership thresholds. Max de Groen, one of Bain’s original nominees, has served on our Board since September 2020. Following Bain’s conversion of our previously outstanding 2.50% convertible senior notes due 2026 in June 2024 and subsequent dispositions of shares of our Class A common stock, Bain no longer has the right to nominate directors to our Board.

  4. Board Composition and Refreshment

    | 14 | 2026 Proxy Statement |

  5. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  6. Proposal 1: Election of Directors

    | | Our Board Recommends a VOTE FOR Each of the Eight Director Nominees. |

  7. Proposal 1: Election of Directors

    Our Board currently consists of nine members whose terms will expire at the Annual Meeting unless re-elected: Eric K. Brandt, Craig Conway, Max de Groen, Virginia Gambale, Steven J. Gomo, Greg Lavender, Rajiv Ramaswami, Gayle Sheppard, and Mark Templeton. Reflecting our commitment to strong corporate governance and our responsiveness to stockholder feedback, our Board structure has been fully declassified as of the 2025 annual meeting of stockholders. As a result, all directors stand for election to one-year terms, rather than the three-year terms that applied prior to the declassification of our Board. Mr. Brandt, Mr. de Groen, Ms. Gambale, Mr. Gomo, Dr. Lavender, Mr. Ramaswami, Ms. Sheppard and Mr. Templeton have each been nominated to continue to serve as directors for a one-year term. Each nominee has agreed to stand for re-election at the Annual Meeting. Our management has no reason to believe that Mr. Brandt, Mr. de Groen, Ms. Gambale, Mr. Gomo, Dr. Lavender, Mr. Ramaswami, Ms. Sheppard, or Mr. Templeton will be unable to serve as directors. After nine years of service on our Board, Mr. Conway notified us of his decision not to stand for re-election. We thank Mr. Conway for his many years of excellent service on the Board and his many contributions to the Company. Mr. Conway will continue to serve on our Board until the Annual Meeting, at which time our authorized number of directors will be reduced from nine to eight. If elected at the Annual Meeting, each nominee would continue to serve as a director until the 2027 annual meeting of stockholders and until his or her successor has been duly elected, or if sooner, until his or her death, resignation or removal.

  8. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting

  9. Nominees for Election at the Annual Meeting

    | | Eric K. Brandt | | | | Age: 64 Director since: 2025 Independent Board Committees: • Audit (Chair) • Security and Privacy | Other public boards during the past five years: • Option Care Health (since 2024) • Gen Digital Inc. (since 2020) • Lam Research Corporation (since 2010) • The Macerich Company (2018-2025) • DENTSPLY SIRONA (2004-2024) | | Professional background Mr. Brandt is a seasoned executive and public company director with more than three decades of experience in finance, operations, and strategic transformation across the technology, healthcare, and consumer sectors. He served as Chief Financial Officer of Broadcom Corporation, a global semiconductor company, from 2007 until it was acquired by Avago Technologies Limited in 2016, where he played a pivotal role in scaling it through organic growth and strategic acquisitions into one of the world’s largest semiconductor companies. Prior senior executive roles include serving as President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a biopharmaceutical company, and as Chief Financial Officer at Allergan, Inc., a multinational healthcare company, where he also oversaw global manufacturing and technical operations. Mr. Brandt has served on the board of directors of Option Care Health, Inc., a health provider of home and alternate site infusion services, since May 2024, Gen Digital Inc. (formerly NortonLifeLock, Inc.), a consumer cybersecurity provider, since February 2020, and Lam Research Corporation, a semiconductor equipment company, since September 2010. He previously served on the boards of The Macerich Company, a real estate investment trust focused on regional malls, from June 2018 to June 2025, Yahoo! Inc., a then-public internet services and digital media company, and DENTSPLY SIRONA Inc., a multinational manufacturer of professional dental products and technologies, from November 2004 to May 2024, among others. Mr. Brandt has served on audit, compensation, finance, governance, and cybersecurity committees. His governance experience includes serving as board chair, serving on nominating and corporate governance committees, and chairing special committees addressing cyber breach response, capital allocation, and strategic transformation. As an audit committee financial expert, he has also advised public companies on enterprise risk management and operational restructuring. Mr. Brandt’s advisory and executive roles at private technology companies have deepened his expertise in IT infrastructure, cloud software, and cybersecurity oversight. His experience spans regulated industries and global markets, with a focus on financial discipline, operational scale, and risk mitigation. Education B.S. in Chemical Engineering, Massachusetts Institute of Technology M.B.A., Harvard Business School Key skills and experience Our Board believes Mr. Brandt is qualified to serve as a director based on his extensive financial and operational leadership, including senior executive roles at global companies operating at scale. His leadership in business combinations and strategic transformational events, capital allocation, and enterprise risk supports the Board’s oversight of financial reporting and compliance. His governance of cybersecurity programs and IT infrastructure enhances the Board’s ability to evaluate enterprise risk, safeguard data integrity, and promote data protection and resilience in cloud environments. His work across regulated industries and global operations informs the Board’s approach to enterprise risk management, strategic planning, and innovation delivery. His board and executive experience across sectors further strengthens the Board’s oversight of strategic execution, shareholder engagement and value creation, and long-term growth. | | |

  10. Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 21 |

  11. Nominees for Election at the Annual Meeting

    | | Max de Groen | | | | Age: 41 Director since: 2020 Independent Board Committees: • Audit • Compensation | Other public boards during the past five years: • None | | Professional background Mr. de Groen is a Partner in the Technology Vertical at Bain Capital, a global private investment firm, where he has led investments and advised portfolio companies across software, infrastructure, and data platforms. Since joining Bain Capital in 2011, he has focused on scaling technology businesses through operational transformation, capital allocation, and strategic planning. Mr. de Groen’s financial expertise qualifies him as an audit committee financial expert. Prior to Bain Capital, Mr. de Groen was a consultant at The Boston Consulting Group, where he advised clients in healthcare, financial services, and technology on growth strategy and cross-functional execution. Mr. de Groen currently serves on the boards of several private companies, including those operating in enterprise software, AI infrastructure, and cloud services. Education B.S. in Finance, University of Minnesota M.B.A., Harvard Business School Key skills and experience Our Board believes Mr. de Groen is qualified to serve as a director based on his corporate finance expertise and his investment and strategic advisory experience in technology and software businesses. His expertise in scaling enterprise platforms and guiding operational transformation supports the Board’s oversight of long-term planning and innovation. His exposure to emerging technologies and AI infrastructure enhances the Board’s understanding of disruptive trends and competitive dynamics. His experience advising boards and management teams on capital allocation and organizational growth contributes to the Board’s ability to evaluate strategic alternatives and drive shareholder value. | | |

  12. Nominees for Election at the Annual Meeting

    | 22 | 2026 Proxy Statement |

  13. Nominees for Election at the Annual Meeting

    | | Virginia Gambale | | | | Age: 67 Director since: 2020 Independent Chair of the Board since June 2021 Board Committees: • Nominating and Corporate Governance (Chair) | Other public boards during the past five years: • Avalanche Treasury Co. (since 2026) • EVERTEC, Inc. (since 2023) • Virtu Financial, Inc. (since 2020) • Jamf Holding Corp. (2021-2025) • FD Technologies plc (2015-2023) • Regis Corporation (2018-2021) • JetBlue Airways Corporation (2006-2021) | | Professional background Ms. Gambale is a seasoned technology leader, investor, and board member with over four decades of experience in enterprise software, data platforms, and cybersecurity. She is Managing Partner of Azimuth Partners LLC, a technology advisory firm focused on the adoption of emerging technologies including AI, cloud infrastructure, and data platforms. A former senior operating executive of global corporations, Ms. Gambale held senior management positions, including CIO and Managing Director, at Merrill Lynch, Bankers Trust, Deutsche Bank, and Marsh & McLennan. She was the Head of Deutsche Bank Strategic Ventures, and subsequently a General Partner at Deutsche Bank Capital and ABS Ventures, until founding Azimuth Partners in 2003. She has led global technology teams, overseen large-scale digital transformation initiatives, and advised companies on technology strategy, focused on adoption of disruptive technologies (e.g., Cloud, AI, ML, VR, data analytics, and interactive digital platforms) to assist with transformation or promote growth. She has served on the boards of directors of Avalanche Treasury Co., a blockchain technology company, since 2026, EVERTEC, Inc., a financial technology company, since May 2023, and Virtu Financial, Inc., a financial services company, since January 2020. Ms. Gambale’s prior board service includes numerous international public and private boards, such as Jamf Holding Corp., an Apple device management and security company, from May 2021 to June 2025, FD Technologies plc (formerly known as First Derivatives plc), a provider of software and consulting services, from March 2015 to December 2023, Core BTS, Regis Corporation, JetBlue Airways, Piper Jaffray, Workbrain, Synchronoss Technologies, IQ Financial, and Avellino Lab USA, Inc. Ms. Gambale has served on over 20 public and private boards, including companies in fintech, cybersecurity, cloud infrastructure, and enterprise software. Her board service includes frequent audit committee membership and she has chaired technology, nomination, and compensation committees. Ms. Gambale also serves as an Adjunct Professor at Columbia University, where she engages with CIOs and IT leaders through the Masters in Technology Leadership program. Education B.S. in Mathematics and Computer Science, New York Institute of Technology Key skills and experience Our Board believes Ms. Gambale is qualified to serve as a director based on her extensive leadership in technology and finance and expertise in enterprise technology, cybersecurity, and corporate governance. Her experience leading global operations and customer-centric innovation enhances the Board’s oversight of digital transformation, emerging technologies, and strategic alignment. Her governance roles across public companies and her background in finance and academia further support the Board’s ability to evaluate long-term growth, stakeholder engagement, and governance oversight. | | |

  14. Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 23 |

  15. Nominees for Election at the Annual Meeting

    | | Steven J. Gomo | | | | Age: 74 Director since: 2015 Independent Board Committees: • Audit • Nominating and Corporate Governance | Other public boards during the past five years: • Enphase Energy, Inc. (since 2011) • Micron Technology, Inc. (since 2018) | | Professional background Mr. Gomo is a seasoned finance executive and public company director with over four decades of experience in corporate finance, governance, and operational leadership across the technology sector, including multinational enterprise software companies. He previously served as Executive Vice President and Chief Financial Officer of NetApp, Inc., a data management and storage company, from October 2004 to December 2011, and as its Senior Vice President and Chief Financial Officer from August 2002 to September 2004. In these leadership positions, Mr. Gomo oversaw NetApp’s global finance organization and drove enterprise-wide financial strategy, operational discipline, and governance excellence. His leadership contributed to NetApp’s operational scale-up and strategic growth during a period of significant expansion in the enterprise data management sector. Earlier in his career, Mr. Gomo held senior finance roles at Hewlett-Packard, where he gained deep expertise in financial reporting, capital allocation, and global operations. Mr. Gomo has served on the boards of directors of Enphase Energy, Inc., a solar energy management company, since March 2011, serving as Chair of the Board since October 2022, and Micron Technology, Inc., a semiconductor manufacturer, since October 2018, where he chairs the Finance Committee and is a member of the Audit Committee. His prior board service includes Solaria Corporation, a solar energy products company, from October 2019 until May 2023, NetSuite Inc., a business management software company, from March 2012 until it was acquired by Oracle Corporation in November 2016, and SanDisk Corporation, a flash memory storage solutions and software company, from December 2005 until it was acquired by Western Digital Corporation in May 2016. Qualified as an audit committee financial expert, Mr. Gomo has chaired audit committees across multiple public companies, and his governance experience includes oversight of financial strategy, risk management, and regulatory compliance. Education B.S. in Business Administration, Oregon State University M.B.A., Santa Clara University Key skills and experience Our Board believes Mr. Gomo is qualified to serve based on his extensive financial and operational leadership, including his tenure as CFO of a public technology company and other leadership experience in global finance roles at multinational companies. His deep expertise in financial reporting, audit oversight, and capital allocation in the software industry supports the Board’s oversight of financial governance, regulatory compliance, risk management, and shareholder returns. Mr. Gomo’s experience in managing financial performance and overseeing operational strategy enhances the Board’s oversight of strategic planning and operational scale. | | |

  16. Nominees for Election at the Annual Meeting

    | 24 | 2026 Proxy Statement |

  17. Nominees for Election at the Annual Meeting

    | | Greg Lavender | | | | Age: 66 Director since: 2025 Independent Board Committees: • Security and Privacy | Other public boards during the past five years: • Arista Networks, Inc. (since 2025) | | Professional background Dr. Lavender brings over 30 years of experience leading global technology organizations across enterprise software, cloud infrastructure, and financial services. Most recently, he served as Chief Technology Officer of Intel Corporation, a multinational semiconductor company, from November 2023 to June 2025, where he led the company’s technical strategy and innovation agenda, with a focus on artificial intelligence, software-defined infrastructure, and developer ecosystems. Prior to that, from June 2021 to November 2023, he was Intel’s Corporate CTO and General Manager of the Software and Advanced Technology Group, driving modernization across Intel’s product portfolio. From January 2018 to June 2021, Dr. Lavender held senior leadership roles, including Senior Vice President and Chief Technology Officer, at VMware, Inc., a virtualization and cloud infrastructure solutions company. Earlier in his career, he held senior executive roles at several global technology companies, including Citigroup, Cisco Systems, and Sun Microsystems, with responsibilities spanning cybersecurity, distributed systems, and enterprise IT architecture. Dr. Lavender began his career in academia, serving on the faculty of the University of Texas at Austin for 14 years, including three years as Associate Chairman for Academics. He currently serves on the board of directors of Arista Networks, Inc., a multinational networking company, where he contributes to oversight of cloud networking strategy, public company governance, and cybersecurity risk. Dr. Lavender also serves on advisory councils at Virginia Tech and The University of Texas at Austin, where he engages with academic leaders and researchers on emerging technologies, talent development, and innovation in computer science and engineering. Education B.S. in Computer Science (Applied Mathematics), University of Georgia M.S. in Computer Science (Software Engineering) and Ph. D. in Computer Science (Networking and Distributed Systems), Virginia Polytechnic Institute and State University Key skills and experience Our Board believes Dr. Lavender is qualified to serve as a director based on his extensive leadership in enterprise technology, global operations, and commercialization of patented innovations in cloud-native infrastructure. His deep technical expertise informed by decades of experience across multinational technology companies and academic institutions in software architecture, cloud infrastructure, and artificial intelligence enhances the Board’s oversight of IT infrastructure and its understanding of evolving customer needs and competitive dynamics. Dr. Lavender’s executive responsibility for multi-billion dollar R&D investments and P&L businesses, along with his global IT and security engineering leadership, supports the Board’s governance of operational resilience and cybersecurity risk. These qualifications contribute to the Board’s oversight of strategic planning, technology innovation, cybersecurity, and enterprise risk management. | | |

  18. Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 25 |

  19. Nominees for Election at the Annual Meeting

    | | Rajiv Ramaswami | | | | Age: 60 Director since: 2020 Chief Executive Officer Board Committees: • None | Other public boards during the past five years: • Marvell Technology, Inc. (since 2025) • NeoPhotonics Corporation (2014-2022) | | Professional background Mr. Ramaswami has served as our Chief Executive Officer since December 2020. A seasoned technology industry executive, he has more than 30 years of experience in enterprise technology with leadership roles spanning software, cloud services, and network infrastructure. Mr. Ramaswami has expertise building and scaling enterprises and teams, having a strong customer-centric approach, operational execution, and developing innovative products and solutions to drive growth and value creation. Prior to joining Nutanix, Mr. Ramaswami served as Chief Operating Officer of Products and Cloud Services at VMware from October 2016 until December 2020. Prior to that, Mr. Ramaswami led VMware’s Networking and Security business as Executive Vice President and General Manager from April 2016 to September 2016. Mr. Ramaswami served as Executive Vice President and General Manager, Infrastructure and Networking, at Broadcom from February 2010 to January 2016, where he established Broadcom as a leader in data center, enterprise, and carrier networking. Prior to that, Mr. Ramaswami served in multiple General Manager roles at Cisco Systems, Inc., a global technology company, overseeing switching, data center, storage, and optical networking business units. Earlier in his career, he held various leadership positions at Nortel, Tellabs, and IBM. Mr. Ramaswami’s strategic vision and operational discipline are reflected in our transformation to a profitable subscription-based business model. His deep understanding of customer needs and competitive dynamics is critical to guiding Nutanix’s strategy and execution. Mr. Ramaswami has served on the board of directors of Marvell Technology, Inc., a semiconductor company, since July 2025. He also served on the board of NeoPhotonics Corporation, a manufacturer of telecommunications circuits, from March 2014 to August 2022. This prior public company board role, including service as Chair of the Compensation Committee, deepened Mr. Ramaswami’s expertise in optical networking and executive governance. Mr. Ramaswami is a Fellow of the Institute of Electrical and Electronics Engineers and holder of 36 patents, primarily in optical networking. Education B.Tech. in Electrical Engineering, Indian Institute of Technology, Madras M.S. and Ph.D. in Electrical Engineering and Computer Science, University of California, Berkeley Key skills and experience Our Board believes Mr. Ramaswami is uniquely qualified to serve as a director based on his firsthand insight into our operations and strategy as CEO. His executive leadership roles reflect a strong foundation in infrastructure innovation, cloud transformation, and enterprise technology, with direct oversight of networking and security, supporting the Board’s understanding of cybersecurity and infrastructure resilience. Mr. Ramaswami’s experience enabling cloud platforms and data center infrastructure for enterprise workloads informs Board oversight of AI/ML capabilities and emerging technologies. Mr. Ramaswami’s customer domain expertise and executive leadership roles in global sales and marketing functions, including at product and cloud service businesses at scale, enhance the Board’s understanding of go-to-market strategy, competitive positioning, customer engagement, and execution excellence. | | |

  20. Nominees for Election at the Annual Meeting

    | 26 | 2026 Proxy Statement |

  21. Nominees for Election at the Annual Meeting

    | | Gayle Sheppard | | | | Age: 72 Director since: 2022 Independent Board Committees: • Audit • Security and Privacy (Chair) | Other public boards during the past five years: • Envista Holdings Corporation (2020-2021) | | Professional background Ms. Sheppard is a seasoned technology executive and board director with over four decades of experience in software, cloud infrastructure, artificial intelligence, and cybersecurity. She served as Chief Executive Officer of Bright Machines, Inc., a software-defined, robotics-led factory automation company, where she pioneered software-defined manufacturing through AI-driven automation and modular robotics, enhancing resiliency in global electronics and data center supply chains. At Microsoft Corporation, a multinational technology company specializing in software, cloud services, and AI, she held multiple senior roles, including Corporate Vice President and Chief Technology Officer for Microsoft Asia from September 2022 to November 2022, Head of Global Expansion and Digital Transformation for Microsoft Cloud and AI from September 2020 to September 2022, and Corporate Vice President of Azure Data from April 2019 to August 2020. In these roles, she led the development of sovereign cloud platforms, confidential computing architectures, and hyperscale data environments supporting regulated industries and government customers. Ms. Sheppard has deep expertise in AI and data platforms, having led Microsoft’s $15B+ Azure Data portfolio and served as CEO and Chair of Saffron Technology, an AI cognitive reasoning company acquired by Intel Corporation, a multinational semiconductor company, and subsequently as Vice President and General Manager of the Saffron AI/ML Division at Intel. She has extensive experience leading the development of advanced AI and data platforms and overseeing secure cloud architectures, large-scale digital transformation initiatives and cybersecurity strategies for regulated industries and enterprise and government customers. Ms. Sheppard has served as a member of the board of directors of Astroscale Holdings Inc., an on-orbit satellite servicing technology company extending satellite life and space sustainability listed on the Tokyo Stock Exchange, since July 2023. She was appointed Lead Independent Director of Astroscale in July 2026. She previously served as a member of the board of directors of Envista Holdings Corporation, a medical technology holding company, from July 2020 to November 2021. Ms. Sheppard’s board membership and advisory service at private technology companies contributing to innovation in AI, neurotech, and enterprise software further support her qualifications in strategic oversight and emerging technology governance. Education B.S. in Business Administration, University of South Florida Certificate in Artificial Intelligence, The MIT Sloan School of Management Certificate in Corporate Governance, The Wharton School Professional Certificate in Cybersecurity, MIT xPRO Key skills and experience Our Board believes Ms. Sheppard is qualified to serve as a director based on her combination of global operational leadership and deep technology expertise, including in enterprise data, AI, cloud services, and cybersecurity. Her experience leading large-scale digital transformation and customer innovation initiatives supports the Board’s oversight of scalable operations, differentiated solutions, and alignment with evolving technology trends. Her background in global sales, cybersecurity, and regulated industry transformation enhances the Board’s understanding of topline growth, enterprise risk, and navigating complex regulatory environments. | | |

  22. Nominees for Election at the Annual Meeting

    | 2026 Proxy Statement | 27 |

  23. Nominees for Election at the Annual Meeting

    | | Mark Templeton | | | | Age: 74 Director since: 2023 Independent Board Committees: • Compensation (Chair) • Security and Privacy | Other public boards during the past five years: • Arista Networks, Inc. (since 2017) • Health Catalyst, Inc. (2020-2024) | | Professional background Mr. Templeton previously served as Chief Executive Officer of Citrix Systems, Inc., a remote workplace infrastructure software company spanning virtualization, mobility, networking, and collaboration technologies, from June 2001 to October 2015, as President from January 1998 to October 2015, and as Vice President, Marketing from June 1995 to January 1998. He was also Chief Executive Officer of DigitalOcean, Inc., a cloud computing company, from June 2018 to August 2019. These roles reflect Mr. Templeton’s progression from functional leadership in marketing to full executive responsibility for strategy, operations, and innovation at scale. His experience leading Citrix through its transformation into a global provider of virtualization, networking, and SaaS technologies demonstrates his ability to scale platforms, drive product strategy, and execute complex go-to-market initiatives. His tenure also reflects deep familiarity with enterprise customer needs, operational discipline, and the strategic oversight required to guide technology-driven business models in a public company setting. Mr. Templeton has served on the board of directors of Arista Networks, Inc., a cloud networking solutions company, since June 2017, and on the board of management of Proofpoint, Inc., a human and agent-centric security platform company, since April 2025. He has also served as a member of the board of directors of Citrix Systems, Inc. from May 1998 to October 2015, Equifax, Inc., a consumer credit reporting agency, from February 2008 to November 2018, Keysight Technologies, Inc., an electronics test and measurement equipment company, from December 2015 to July 2018, and Health Catalyst, Inc., a provider of healthcare data analytics software and services from July 2020 to March 2024. Mr. Templeton’s board service across multiple public companies demonstrates his familiarity with governance practices and strategic oversight in complex, regulated environments. He also currently serves on the boards of several privately-held companies in the virtual hardware, storage infrastructure and applied AI software markets. Education B.A. in Industrial and Product Design, North Carolina State University M.B.A., Darden School of Business at the University of Virginia Honorary doctorate degree in Business Administration, University of South Carolina Aiken Honorary doctorate degree in Business Administration and Management, General, Nova Southeastern University Key skills and experience Our Board believes Mr. Templeton is qualified to serve as a director based on his extensive experience in virtualization, cloud infrastructure, and security software. Mr. Templeton’s experience with applied AI software companies and his technical background in IT infrastructure and containerization also inform oversight of AI/ML and emerging technologies. His prior leadership in platform scaling, product strategy, and global marketing and sales support the Board’s understanding of and oversight over innovation, technology-driven business models, go-to-market strategy, customer engagement and customer-centric growth, and execution excellence. His board service and qualification as an audit committee financial expert further enhances the Board’s financial strategy, governance, and strategic capabilities. | | |

  24. Nominees for Election at the Annual Meeting

    | 28 | 2026 Proxy Statement |

  25. Non-Continuing Director

    Non-Continuing Director

  26. Non-Continuing Director

    | | Craig Conway | | | | Age: 72 Director since: 2017 Independent Board Committees: • Compensation • Nominating and Corporate Governance | Other public boards during the past five years: • Salesforce, Inc. (since 2005) • Paylocity Holding Corporation (since 2024) | | Professional background Mr. Conway is a seasoned technology industry leader and experienced public company director. His career includes more than four decades in enterprise software, cloud platforms, database, and networking. Mr. Conway has served as President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company, from 1999 to 2004, where he led the company through product expansion, global scaling, and strategic transformation. Prior CEO roles include One Touch Systems, a high-bandwidth network company, from 1996 to 1999, and TGV Software, a network protocol and applications company, from 1993 to 1996. Prior to his CEO roles Mr. Conway held numerous executive management roles including Executive Vice President of Oracle Corporation, a global software and services company, from 1985 to 1992. Mr. Conway has served on the board of directors of Salesforce, Inc., a cloud-based customer relationship management company, since October 2005, and on the board of Paylocity Holding Corporation, a cloud-based HCM and payroll software solutions company, since March 2024. His prior board service includes Advanced Micro Devices, Inc., a semiconductor company, Guidewire Software, Inc., a provider of software products to insurance companies, and multiple other public and private technology companies. Across these board of director roles, Mr. Conway has served on audit, compensation, security, and business transformation committees. His extensive board experience has spanned periods of product innovation, market expansion, and organizational change. Education B.S. in Computer Science and Mathematics, State University of New York at Brockport | | |

  27. Non-Continuing Director

    | 2026 Proxy Statement | 29 |

  28. Director Compensation

    Director Compensation

  29. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Members of our Board who are not employees or officers of our company, also referred to herein as our non-employee directors, receive compensation for their service. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our outside director compensation policy annually. At the direction of the Compensation Committee, Compensia, Inc. (“Compensia”), a nationally recognized compensation consulting firm, annually analyzes the competitive position of our outside director compensation policy against the peer group used for executive compensation purposes. For a more detailed description of the role of Compensia, the Compensation Committee’s independent compensation consultant, please refer to the section titled “Executive Compensation – Compensation Discussion and Analysis – Compensation-Setting Process – Role of Compensation Consultant.” Under our amended and restated outside director compensation policy, each non-employee director is entitled to receive (i) an annual restricted stock unit (“RSU”) award on the date of each annual meeting of stockholders with a total dollar value of $250,000 for the director’s service as a board member (pro-rated for directors who first become a non-employee director other than at an annual meeting) that will vest on the earlier to occur of the day prior to the next occurring annual meeting or the one-year anniversary of the date of grant, subject to continued service, and (ii) annual cash retainers, payable quarterly in arrears, for the director’s service as follows:

  30. Non-Employee Director Compensation Policy

    | Annual RSU Award | | | | Board Member | | $250,000 | | Annual Cash Retainer | | | | Board Member | | $50,000 | | Additional Annual Cash Retainers | | | | Board Chair | | $107,500 | | Lead Independent Director | | $47,500 | | Additional Annual Cash Retainers for Committee Service | Chair | Member | | Audit Committee | $30,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating and Corporate Governance Committee | $15,000 | $7,500 | | Security and Privacy Committee | $15,000 | $7,500 |

  31. Non-Employee Director Compensation Policy

    Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings. Our Amended and Restated 2016 Equity Incentive Plan provides that, in any fiscal year, none of our non-employee directors may be granted cash-settled or stock-settled awards with a grant date fair value of more than $750,000 (or, in connection with a director’s initial service, $1.5 million).

  32. Non-Employee Director Compensation Policy

    | 30 | 2026 Proxy Statement |

  33. Fiscal Year 2026 Director Compensation Table

    Fiscal Year 2026 Director Compensation Table The following table provides information for all compensation awarded to, earned by or paid to each person who served as a non-employee director for all or a portion of the fiscal year ended July 31, 2026. Mr. Ramaswami, our CEO, did not receive compensation for his service as a director. Dr. Lavender was appointed to our Board in September 2025. The compensation received by Mr. Ramaswami as an employee is shown in “Executive Compensation – Executive Compensation Tables – Fiscal Year 2026 Summary Compensation Table.”

  34. Fiscal Year 2026 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Eric K. Brandt | 69,034 | 218,297 | — | — | — | — | 287,331 | | Craig Conway | 67,500 | 218,297 | — | — | — | — | 285,797 | | Max de Groen | 72,500 | 218,297 | — | — | — | — | 290,797 | | Virginia Gambale | 174,144 | 218,297 | — | — | — | — | 392,441 | | Steven J. Gomo | 87,500 | 218,297 | — | — | — | — | 305,797 | | Greg Lavender(2) | 50,096 | 283,764 | — | — | — | — | 333,860 | | Gayle Sheppard | 76,247 | 218,297 | — | — | — | — | 294,544 | | Mark Templeton | 77,500 | 218,297 | — | — | — | — | 295,797 |

  35. Fiscal Year 2026 Director Compensation Table

    (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted, as computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC Topic 718”). The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not necessarily reflect the actual economic value that may ultimately be realized by the director. Dr. Lavender’s stock awards include an initial award of 843 RSUs upon his appointment to our Board in September 2025 pursuant to our non-employee director compensation policy. The award vested in full on the day preceding our 2025 annual meeting of stockholders.

  36. Fiscal Year 2026 Director Compensation Table

    | 2026 Proxy Statement | 31 |

  37. Stockholder Engagement and Say-on-Pay Results

    | What We Do | | What We Don’t Do | | | | Emphasize performance-based compensation with a balance between short-term and long-term incentives | | Provide retirement or pension-type plans, other than the standard 401(k) plan offered to all employees | | | Maintain a 100% independent Compensation Committee | | Provide perquisites or benefits other than the standard benefits received by employees | | | Engage an independent compensation consultant to advise the Compensation Committee | | Allow tax gross-ups for change of control payments and benefits | | | Review (at least annually) executive compensation strategy and compensation practices/levels of our compensation peer companies | | Permit short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our stock | | | Align our compensation program with our stockholders’ interests through a focus on equity-based awards for executives and directors | | Benchmark compensation to a specific percentile of our compensation peer group | | | Emphasize PRSU awards over a multi-year performance period as a key component of our executive officers’ compensation | | Include automatic “single-trigger” payments or equity acceleration upon a change of control | | | Place our executive officers in the same broad-based company health and welfare benefits programs as other full-time salaried employees | | Guarantee salary increases, annual incentive awards, or long-term incentive awards | | | Maintain robust stock ownership guidelines for our executive officers and non-employee directors | | Design incentive plans that promote excessive risk taking | | | Annually assess the risk associated with compensation programs and practices | | Permit repricing of stock options without stockholder approval | | | Maintain a compensation recovery policy that complies with SEC rules and Nasdaq listing requirements | | | | | Include caps on performance-based annual incentive and long-term equity incentive payouts | | | | | Hold an annual advisory say-on-pay vote on NEO compensation | | | | | Hold regular Compensation Committee executive sessions without management present | | |

  38. Components of our Executive Compensation Program

    | Component | Type | Duration | Factors Used to Determine | Rationale | | Base Salary | Cash | Ongoing | • Peer group data (no specific benchmark percentile or formula) • Scope of responsibilities • Experience • Performance • Internal equity | • Provides a market competitive rate of pay aligned to role responsibilities | | Annual Incentive | Cash | 1 Year | • Target opportunities aligned to role, experience, performance, and peer group practices • Payouts aligned to business and individual performance | • Incentivizes the achievement of annual business objectives tied to achieving our shorter-term financial goals • Final payouts may be adjusted based on individual performance (no individual adjustments were made to the final fiscal year 2026 payouts to our NEOs) | | Long-Term Incentive | Equity | 3-4 Years | • Target awards aligned to market and influenced by contributions to business results and potential impact on future results • Value realized driven by share price and our performance relative to Nasdaq Composite companies | • Promotes the achievement of our long-term strategic goals that drive our share price and create stockholder value • Retention |

  39. Fiscal Year 2026 Target Annual Incentive Opportunities

    Fiscal Year 2026 Target Annual Incentive Opportunities The target annual incentive opportunities for each of our NEOs during fiscal year 2026 are detailed below. The Compensation Committee determined not to make any changes relative to the prior year.

  40. Fiscal Year 2026 Target Annual Incentive Opportunities

    | Named Executive Officer | Fiscal Year 2026 Annual Incentive Target ($) | Annual Incentive Target (as % of Base Salary) | Change From Fiscal Year 2025 | | Rajiv Ramaswami | 800,000 | 100% | 0% | | Rukmini Sivaraman | 520,000 | 100% | 0% | | Brian Martin | 356,250 | 75% | 0% | | Tarkan Maner | 337,500 | 75% | 0% |

  41. Fiscal Year 2026 Target Annual Incentive Opportunities

    | 44 | 2026 Proxy Statement |

  42. Fiscal Year 2026 Executive Incentive Compensation Plan

    | Performance Metric | Weighting | Plan Achievement | Payout % | | ARR | | Less than 95% of Target | 0% | | | | Between 95% and 100% of Target | Between 0% and 100% | | | | 100% of Target | 100% | | | | Between 100% and 105% of Target | Between 100% and 200% | | | | 105% or More of Target | 200% | | Non-GAAP Operating Income | | Less than 87% of Target | 0% | | | | Between 87% and 100% of Target | Between 0% and 100% | | | | 100% of Target | 100% | | | | Between 100% and 113% of Target | Between 100% and 200% | | | | More than 113% of Target | 200% |

  43. Fiscal Year 2026 Executive Incentive Compensation Plan Results

    | Performance Metric | Achievement | Payout% | Weighting | Weighted Total | | ARR | Between 100% and 105% of Target | 103.1% | 65.0% | 67.1% | | Non-GAAP Operating Income | Between 87% and 100% of Target | 93.2% | 35.0% | 32.6% | | TOTAL WEIGHTED ACHIEVEMENT PERCENTAGE: | | | | 99.7% |

  44. Fiscal Year 2026 Executive Incentive Compensation Plan Results

    | NEO | FY2026 Incentive Target ($) | FY2026 Incentive Payout ($) | | Rajiv Ramaswami | 800,000 | 797,600 | | Rukmini Sivaraman | 520,000 | 518,440 | | Brian Martin | 356,250 | 355,181 | | Tarkan Maner | 337,500 | 336,488 |

  45. Fiscal Year 2026 Executive Incentive Compensation Plan Results

    Long-Term Equity-Based Compensation Our corporate culture encourages our NEOs to focus on our company’s long-term business strategy. In keeping with this culture, our executive compensation program places a heavy emphasis on equity awards, the value of which depends on our stock price performance, to promote long-term performance. These equity awards include both RSU awards and performance-based PRSU awards. RSU awards offer our NEOs a fixed number of shares that vest over time, aligning their interests, and the value ultimately realized, with the long-term interests of our stockholders. We believe PRSU awards directly link a significant portion of the NEO’s target total direct compensation to our performance based on the returns we deliver for our stockholders relative to those of companies in the Nasdaq Composite Index. The Compensation Committee, in consultation with our CEO (other than with respect to himself) and its compensation consultant, Compensia, determines the size, mix, material terms and, in the case of PRSU awards, performance metrics of the equity awards granted to our NEOs, taking into account a number of factors as described in the section titled “Executive Compensation – Compensation Discussion and Analysis – Compensation-Setting Process.”

  46. Fiscal Year 2026 Equity Awards

    Fiscal Year 2026 Equity Awards In fiscal year 2026, the Compensation Committee continued its practice of granting PRSUs as a standard component of the equity awards granted to our executive officers in order to align pay with performance and tie their interests to those of our stockholders. PRSUs comprise 50% of each executive officer’s target annual award value. Annual PRSU awards are based on our TSR relative to the TSR of companies in the Nasdaq Composite Index over cumulative one-, two-, and three-year performance periods, with potential interim payouts following the one- and two-year periods. The Compensation Committee selected the Nasdaq Composite Index due to its breadth and large number of constituents, including a significant concentration of technology companies against which we compete for investors and talent. The Compensation Committee believes these characteristics make the index an appropriate benchmark for measuring relative TSR under the current PRSU design. The interim measurement periods allow a portion of the award to be evaluated based on cumulative one- and two-year performance while preserving a significant portion of the award for the final three-year measurement period. The Compensation Committee believes this approach recognizes performance over time while maintaining a long-term focus. To mitigate the influence of interim fluctuations in performance and

  47. Fiscal Year 2026 Equity Awards

    | 2026 Proxy Statement | 47 |

  48. Fiscal Year 2026 Equity Awards

    place greater emphasis on three-year performance, achievement during the first two measurement periods is capped at 100% of target, with the balance of the award remaining subject to the final three-year performance measurement. As a result, above-target payouts can only be earned based on performance over the full three-year period. The Compensation Committee believes relative TSR is a straightforward and objective metric for evaluating our company’s performance against the performance of other companies and aligns realized PRSU value with relative stockholder returns over the performance period. The remaining 50% of each executive officer’s target award value was delivered in RSU awards that vest quarterly over four years. The Compensation Committee considers many factors in determining the value of the annual equity awards made to our NEOs, including, but not limited to: competitive total compensation levels (cash and equity) among peer companies for comparable roles, individual performance, the retention value of current unvested equity holdings of each executive officer, and expected contribution towards the achievement of our short- and long-term goals. In establishing fiscal year 2026 awards for our NEOs, the Compensation Committee took into consideration the strength of their respective performance and leadership, as well as the importance of continuing to provide market-competitive equity opportunities in a dynamic labor market that reflected year-over-year changes in competitive market practices. The equity awards granted in fiscal year 2026 under our Amended and Restated 2016 Equity Incentive Plan were as follows:

  49. Fiscal Year 2026 Equity Awards

    | Named Executive Officer | Target Award Value(1) ($) | RSU Awards (#) | PRSU Awards (# at target) | | Rajiv Ramaswami | 19,500,000 | 141,283 | 141,283 | | Rukmini Sivaraman | 7,500,000 | 54,339 | 54,339 | | Brian Martin | 4,200,000 | 30,430 | 30,430 | | Tarkan Maner | 4,200,000 | 30,430 | 30,430 |

  50. Fiscal Year 2026 Equity Awards

    (1) The target award values are the values approved by the Compensation Committee and are not the same as the grant date fair values calculated in accordance with ASC Topic 718 as reported in the “Fiscal Year 2026 Summary Compensation Table” appearing on page 58 of this proxy statement. We utilize a 20-day average closing price to convert target award values to restricted stock units and do not incorporate any valuation premium associated with the fair value of our market-based PRSU awards (as determined using a Monte Carlo simulation model). Each RSU represents a contingent right to receive one share of our Class A common stock upon vesting.

  51. Fiscal Year 2026 Equity Awards

    | 48 | 2026 Proxy Statement |

  52. Fiscal Year 2026 Equity Awards

    The elements of the annual equity awards granted to our NEOs for fiscal year 2026 are as follows: 50% RSUs RSUs vest quarterly over four years, subject to continued service through each vesting date. Grant 1 Year 2 Years 3 Years 4 Years50% PRSUs PRSU awards become eligible to vest based on the TSR of our company relative to the TSR of companies in the Nasdaq Composite Index over three fiscal years with interim measurements and potential payouts after one year and two years. Vesting occurs on September 15th following the end of the performance period, subject to continued service. TSR vs Nasdaq Composite Index Potential Payout: Grant 1 Year 2 Years 3 Year Capped at 33.3% of target FY 2026Capped at 33.3% of target FY 2026-2027Capped at 200.0% of target FY 2026-2028(less any awards earned in prior two periods)TSR Performance Goals Percentile Rank Payout Maximum 75th Percentiles 200% Target 50th Percentiles 100%Threshold 25th Percentiles 50%Below Threshold 25th Percentiles 0%For TSR ranking between these performance goals, the payout percentage is determined using linear interpolation.

  53. Fiscal Year 2026 Equity Awards

    | 2026 Proxy Statement | 49 |

  54. PRSU Performance Results

    (1) Performance results are measured cumulatively from the beginning of the fiscal year in which the award was granted through the end of each applicable fiscal year. For example, FY24-FY25 results of the award granted in fiscal year 2024 represents Nutanix’s relative TSR performance from August 1, 2023 through July 31, 2025. The interim payouts reflected in the first and second performance periods are each capped at one-third of the target shares covered by an award. The final payout opportunity in the third performance period may be up to 200% of target, less any interim payouts distributed to date and, for awards granted in fiscal years 2024 and 2025, the impact of the applicable value cap. For the awards granted in fiscal year 2024, the total number of shares earned was based on the combination of our relative TSR (80.7th percentile) and the average ending stock price for the June-July 2026 period of $52.76.

  55. Previously Granted Fiscal Year 2024 CEO Supplemental Long-Term Performance-Based Equity Award

    Previously Granted Fiscal Year 2024 CEO Supplemental Long-Term Performance-Based Equity Award Our fiscal year 2024 proxy statement includes full details and context of the circumstances surrounding Mr. Ramaswami’s supplemental long-term performance-based equity award. The design and performance-to-date of this award is detailed below. No portion of the award will vest unless Mr. Ramaswami remains our CEO through the end of fiscal year 2027.

  56. Previously Granted Fiscal Year 2024 CEO Supplemental Long-Term Performance-Based Equity Award

    | Performance Metric | Metric Type | Weighting (% of Total) | Detail | | | Operational | | • ARR is an indicator of the top-line growth of our subscription business. • Free cash flow measures our ability to generate cash from business operations after capital expenditures. • Performance against goals will be determined at the conclusion of the performance period (FY27 year-end).(1) | | FY27 ARR (25%) | | | | | FY27 Free Cash Flow (25%) | | | | | Stock Price Hurdles (50%) | Stock Price | | • Stock price performance aligns with stockholder returns. • Stock price hurdles of $70, $80, and $90 (average closing price with no linear interpolation) must be achieved and sustained for 90 consecutive calendar days to drive a payout at the end of the performance period. Target and maximum hurdles represent implied compound annual growth rates (CAGRs) of 13% to 20% through the end of fiscal year 2027. In May 2025, the $70 stock price hurdle was achieved. • Payout on the stock price component of the award will be capped at target if our stock price is below the median of Nasdaq Composite companies over the performance period. |

  57. Previously Granted Fiscal Year 2024 CEO Supplemental Long-Term Performance-Based Equity Award

    Beginning with the first quarter of fiscal year 2026, our methodology for calculating ARR for external reporting purposes was updated to align more closely with the timing of when licenses are made available to customers. For the purposes of evaluating performance against the ARR goal under this award, ARR will be calculated using the methodology that was in effect as of the grant date.

  58. Previously Granted Fiscal Year 2024 CEO Supplemental Long-Term Performance-Based Equity Award

    | 2026 Proxy Statement | 51 |

  59. Severance and Change of Control-Related Benefits

    Severance and Change of Control-Related Benefits During fiscal year 2026, each of our NEOs participated in our Executive Severance Policy and our Change of Control and Severance Policy. Our Executive Severance Policy provides eligible employees with protections in the event of the involuntary termination of their employment under circumstances not related to a change of control of our company. Our Change of Control and Severance Policy provides eligible employees with protections in the event of their involuntary termination of employment following a change of control of our company. In addition, our executive officers may have these provisions in their employment agreements. We believe that these protections assist us in retaining our executive officers and allow them to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including any potential transaction that could involve a change of control of our company. The terms of these agreements, our Executive Severance Policy, and our Change of Control and Severance Policy are evaluated periodically by our Board and the Compensation Committee against our retention objectives, a review of relevant market data prepared by the Compensation Committee’s compensation consultant, Compensia, and with consideration for our ability to attract and retain critical executive talent. For a summary of the material terms and conditions of these post-employment compensation arrangements, see the section titled “Executive Compensation – Employment Arrangements.”

  60. Compensation-Setting Process

    Compensation-Setting Process Role of the Compensation Committee Pursuant to its charter, the Compensation Committee is primarily responsible for establishing, approving, and adjusting compensation arrangements for our executive officers, including our CEO and other NEOs, reviewing and approving corporate goals and objectives relevant to these compensation arrangements, evaluating executive performance against the backdrop of our corporate goals and objectives, and determining the long-term incentive component of our executive compensation arrangements in light of factors related to our performance, including accomplishment of our long-term business and financial goals. For additional information about the Compensation Committee, see the section titled “Corporate Governance - Board of Directors and Its Committees - Compensation Committee” in this proxy statement. Compensation decisions for our executive officers are made by the Compensation Committee, with the input of its independent compensation consultant and our CEO and management team (except with respect to their own compensation). The Compensation Committee periodically reviews and, as necessary, adjusts the cash and equity compensation of our executive officers with the goal of ensuring that our executive officers are properly incentivized. The Compensation Committee considers compensation data from our compensation peer group as one of several factors that inform its judgment of appropriate parameters for target compensation levels. The Compensation Committee, however, does not strictly benchmark compensation to a specific percentile of our compensation peer group, nor does it apply a formula or assign relative weights to specific compensation elements. In addition, while market data is a factor, the Compensation Committee is forward-looking in aligning our executive compensation program with the unique growth opportunity we believe we have, and the risks associated with pursuing the opportunity, which are not captured by reviewing peer data. The Compensation Committee makes compensation decisions after considering several factors, including: • each executive officer’s performance and experience; • the scope and strategic impact of the executive officer’s responsibilities and the criticality of the executive officer’s role to the performance of our company and achievement of our growth strategy long-term strategic objectives; • our past business performance and future expectations; • our long-term goals and strategies; • the performance of our executive team as a whole; for each executive officer, other than our CEO, the recommendation of our CEO based on an evaluation of his or her performance;

  61. Compensation-Setting Process

    • the difficulty and cost of replacing high-performing leaders with in-demand skills; • each executive officer’s tenure and past compensation levels, including existing unvested equity; • internal equity of executive officers relative to one another; and • the competitiveness of compensation relative to our compensation peer group. The Compensation Committee operates under a written charter adopted by our Board. A copy of the charter is posted on the investor relations section of our website located at http://ir.nutanix.com. Information contained on or accessible through our website is not incorporated by reference herein and is not a part of this proxy statement. Role of Management The Compensation Committee works with members of our management team, including our CEO and our human resources, finance, and legal professionals (except with respect to their own compensation). Typically, our CEO makes recommendations to the Compensation Committee, regularly attends the Compensation Committee’s meetings, and is involved in the determination of compensation for our executive officers, except that our CEO does not make recommendations as to his own compensation. Because of his direct role overseeing our other executive officers, our CEO makes recommendations to the Compensation Committee regarding short-term and long-term compensation for all executive officers (other than himself) based on our results and aspirations, an individual executive officer’s actual contribution toward, and ability to contribute to the achievement of, these results and aspirations, and performance toward individual goal achievement. The Compensation Committee then reviews the recommendations and, based on their assessment and other pertinent information, makes decisions as to total compensation for each executive officer, as well as each individual compensation component. Role of Compensation Consultant The Compensation Committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel, and such other advisors as necessary to assist with the execution of its duties and responsibilities. For fiscal year 2026, the Compensation Committee engaged Compensia, a national compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the Compensation Committee in developing appropriate incentive plans for our executive officers on an annual basis, to provide the Compensation Committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. During fiscal year 2026, Compensia assisted the Compensation Committee in evaluating: • companies in our compensation peer group; • competitive compensation levels among peer companies for our executive leaders; • short- and long-term incentive plan design; • equity usage (burn rate/overhang); • board compensation; and • potential risks arising from our compensation philosophy and practices. As described above in the section titled “Corporate Governance – Director Compensation – Non-Employee Director Compensation Policy,” Compensia also annually provides, at the direction of the Compensation Committee, an analysis of the competitive position of our non-employee director compensation policy against the compensation peer group used for executive compensation purposes. Based on consideration of the factors specified in the SEC rules and Nasdaq listing standards, the Compensation Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee and our management team has raised any conflicts of interest. The Compensation Committee reviews these factors on an annual basis. As part of the Compensation Committee’s determination of Compensia’s independence for fiscal year 2026, it received written confirmation from Compensia addressing these factors and stating its belief that it remains an independent compensation consultant to the Compensation Committee.

  62. Compensation-Setting Process

    Executive Compensation Compensation Discussion and Analysis Compensation Peer Group The Compensation Committee reviews compensation market data from companies that we believe are comparable to our company in order to provide insight on competitive pay practices and levels for executive talent. With Compensia’s assistance, the Compensation Committee developed a peer group for use when making its fiscal year 2026 compensation decisions, which consisted of publicly traded information technology companies with revenues and market capitalizations similar to that of our company and generally based in the United States, including companies based in California. While the Compensation Committee considers compensation practices of the peer companies, the Compensation Committee uses this information as one of many factors in its evaluation of compensation matters, as described above, and does not set compensation levels to meet specific percentiles. The Compensation Committee referred to compensation data from this peer group when making fiscal year 2026 base salary, annual incentive, and long-term equity incentive award decisions for our executive officers, including our NEOs. The Compensation Committee’s review of the peer group is a deliberate, criteria-based process conducted at least annually and informed by Compensia’s independent analysis. In June 2026, the Compensation Committee reviewed the compensation peer group to be used for compensation decision-making for fiscal year 2027. The Compensation Committee approved certain changes to the existing peer group based on relative size. Cloudflare, Datadog and Snowflake were removed based on their relative size. The Compensation Committee approved the addition of Akamai Technologies, Commvault Systems and DocuSign to the peer group for fiscal year 2027. Both the fiscal year 2026 and fiscal year 2027 compensation peer groups are detailed below.

  63. Compensation-Setting Process

    | Fiscal Year 2026 Peer Group | | Fiscal Year 2027 Peer Group | | Cloudflare Datadog Dropbox Dynatrace Elastic N.V. Everpure F5 Networks Guidewire Software HubSpot MongoDB NetApp Okta Pegasystems PTC Snowflake Twilio Zscaler | Additions | Akamai Technologies Commvault Systems DocuSign Dropbox Dynatrace Elastic N.V. Everpure F5 Networks Guidewire Software HubSpot MongoDB NetApp Okta Pegasystems PTC Twilio Zscaler | | | Akamai Technologies Commvault Systems DocuSign | | | | Removals | | | | Cloudflare Datadog Snowflake | |

  64. Employment Arrangements

    Employment Arrangements We have employment agreements with our currently employed NEOs. Each of these arrangements provides for “at-will” employment and sets forth the initial terms and conditions of employment of the NEO, including base salary, target annual incentive opportunity, standard employee benefit plan participation, a recommendation for an initial grant of an option to purchase shares of our common stock or other equity awards, opportunities for post-employment compensation and vesting acceleration terms. These agreements also set forth the rights and responsibilities of each party and may protect both parties’ interests in the event of a termination of employment by providing for certain payments and benefits under specified circumstances, including following a change of control of our company. These offers of employment were each subject to the execution of a standard proprietary information and invention assignment agreement and proof of identity and work eligibility in the United States. Each of these agreements was approved on our behalf by the Compensation Committee or our Board at the recommendation of the Compensation Committee. We believe that these arrangements were necessary to induce these individuals to forgo other employment opportunities or leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar organization. For a summary of the material terms and conditions of our employment agreements with our NEOs, see the section titled “Executive Compensation – Employment Arrangements” below.

  65. Impact of Accounting and Tax Requirements on Compensation

    Impact of Accounting and Tax Requirements on Compensation Deductibility of Executive Compensation Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a corporate federal income tax deduction to any publicly held corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer, chief financial officer, and certain other highly compensated executive officers. As a result, we expect that compensation awarded to each of our NEOs will not be deductible to the extent it is in excess of this $1 million threshold. The Compensation Committee may, in its judgment, authorize compensation payments that are not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. The Compensation Committee intends to continue to compensate our NEOs in a manner that it believes to be consistent with the best long-term interests of our company and our stockholders. Taxation of “Parachute” Payments and Deferred Compensation We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that they might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that certain officers and directors, and service providers who hold significant equity interests, and certain highly compensated service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control that exceeds certain prescribed limits, and that our company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. However, under our Change of Control and Severance Policy, if any payment or benefits to a policy participant, including the payments and benefits under the policy, would constitute a “parachute payment” within the meaning of Section 280G of the Code and would therefore be subject to an excise tax under Section 4999 of the Code, then such payments and benefits will be either (i) reduced to the largest portion of the payments and benefits that would result in no portion of the payments and benefits being subject to the excise tax, or (ii) not reduced, whichever, after taking into account all applicable federal, state, and local employment and income taxes and the excise tax, results in the participant’s receipt, on an after-tax basis, of the greater payments and benefits. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Accounting for Stock-Based Compensation We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSU awards, and PRSU awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a NEO is required to render service in exchange for the award.

  66. Fiscal Year 2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rajiv Ramaswami | 2026 | 800,000 | — | — | 27,883,613 | 797,600 | 4,000 | 29,485,213 | | CEO | 2025 | 800,000 | — | — | 20,750,885 | 1,015,200 | 3,000 | 22,569,085 | | | 2024 | 800,008 | — | — | 49,781,703 | 560,000 | 2,000 | 51,143,711 | | Rukmini Sivaraman | 2026 | 520,000 | — | — | 10,724,345 | 518,440 | 4,000 | 11,766,785 | | Chief Financial Officer | 2025 | 518,615 | — | — | 7,262,718 | 659,880 | 3,000 | 8,444,213 | | | 2024 | 474,431 | — | — | 5,939,485 | 249,375 | 2,000 | 6,665,291 | | Brian Martin(4) | 2026 | 475,000 | — | — | 6,005,665 | 355,181 | 4,000 | 6,839,846 | | Chief Legal Officer | 2025 | 475,000 | — | — | 4,184,206 | 452,081 | 3,000 | 5,114,287 | | | 2024 | 54,808 | — | — | 2,676,685 | 28,774 | — | 2,760,267 | | Tarkan Maner(5) | 2026 | 450,000 | — | — | 6,005,665 | 336,488 | 4,000 | 6,796,153 | | Former President and Chief Commercial Officer | | | | | | | | |

  67. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our NEOs, information concerning plan-based awards granted during the fiscal year ended July 31, 2026. This information supplements the information about these awards set forth in the “Fiscal Year 2026 Summary Compensation Table” above.

  68. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant Date Fair Value of | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Stock and Option Awards(4) ($) | | Rajiv Ramaswami | Cash incentive | — | — | 800,000 | 1,600,000 | — | — | — | — | — | | | Time-based RSUs(2) | 11/10/2025 | — | — | — | — | — | — | 141,283 | 10,228,889 | | | PRSUs(3) | 11/10/2025 | — | — | — | 70,642 | 141,283 | 282,566 | — | 17,654,724 | | Rukmini Sivaraman | Cash incentive | — | — | 520,000 | 1,040,000 | — | — | — | — | — | | | Time-based RSUs(2) | 11/10/2025 | — | — | — | — | — | — | 54,339 | 3,934,144 | | | PRSUs(3) | 11/10/2025 | — | — | — | 27,170 | 54,339 | 108,678 | — | 6,790,201 | | Brian Martin | Cash incentive | — | — | 356,250 | 712,500 | — | — | — | — | — | | | Time-based RSUs(2) | 11/10/2025 | — | — | — | — | — | — | 30,430 | 2,203,132 | | | PRSUs(3) | 11/10/2025 | — | — | — | 15,215 | 30,430 | 60,860 | — | 3,802,533 | | Tarkan Maner | Cash incentive | — | — | 337,500 | 675,000 | — | — | — | — | — | | | Time-based RSUs(2) | 11/10/2025 | — | — | — | — | — | — | 30,430 | 2,203,132 | | | PRSUs(3) | 11/10/2025 | — | — | — | 15,215 | 30,430 | 60,860 | — | 3,802,533 |

  69. Grants of Plan-Based Awards

    (1) The amounts reported in this column represent cash incentive compensation opportunities under the fiscal year 2026 Executive Incentive Compensation Plan at target levels for our corporate objectives. For achievement in excess of target, overperformance could be rewarded with a payout of up to an additional 100% of each NEO’s target (for a maximum payment of 200% of each NEO’s target). (2) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2025, subject to continued service through each vesting date. (3) The PRSUs are eligible to vest in up to three installments based on the TSR of our company relative to the TSR of companies in the Nasdaq Composite Index over three performance periods: (i) August 1, 2025 to July 31, 2026, (ii) August 1, 2025 to July 31, 2027, and (iii) August 1, 2025 to July 31, 2028. PRSUs that become eligible to vest based on performance vest on September 15 following the applicable performance period, subject to continued service through the vesting date. The achievement percentage for each performance period ranges from 0% to 200% of target, except that the achievement percentage is capped at 100% for the first two performance periods. Up to one-third of the target number of PRSUs are eligible to vest based on performance for each of the first two performance periods. The achievement percentage is (i) 0% if our TSR ranks below the 25th percentile of the indexed companies, (ii) 50% if our TSR ranks at the 25th percentile of the indexed companies, (iii) 100% if our TSR ranks at the 50th percentile of the indexed companies, and (iv) 200% if our TSR ranks at the 75th percentile of the indexed companies. If our TSR ranks between these percentile thresholds, the achievement percentage is determined using linear interpolation. 100% of the target number of PRSUs (as may be increased as a result of any achievement percentage in excess of target) will be eligible to vest with respect to the third performance period, less any PRSUs already vested in the first two interim performance periods. The amounts reported in this column represent the aggregate grant date fair value of equity awards, as computed in accordance with ASC Topic 718. These amounts do not necessarily reflect the actual economic value that may ultimately be realized by the NEOs. The grant date fair value for time-based RSUs reported in the table is calculated in accordance with ASC Topic 718 based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the date of grant. The grant date fair value for PRSUs tied to market conditions in the table is calculated in accordance with ASC Topic 718 using a Monte Carlo simulation model. A Monte Carlo simulation model requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield.

  70. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 59 |

  71. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    Outstanding Equity Awards At Fiscal Year 2026 Year-End Table The following table presents, for each of our NEOs, information concerning each outstanding equity award held by such NEO as of July 31, 2026. This information supplements the information about these awards set forth in the “Fiscal Year 2026 Summary Compensation Table” above.

  72. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Rajiv Ramaswami | RSUs | | | | | | | | | | | 8/25/2022 | — | — | — | — | 17,207(2) | 1,015,385 | — | — | | | 8/29/2023 | — | — | — | — | 79,423(3) | 4,686,751 | — | — | | | 9/10/2024 | — | — | — | — | 76,566(4) | 4,518,160 | — | — | | | 11/10/2025 | — | — | — | — | 114,793(5) | 6,773,935 | — | — | | | PRSUs | | | | | | | | | | | 8/29/2023 | — | — | — | — | — | — | 338,868(6) | 19,996,601 | | | 1/7/2024 | — | — | — | — | — | — | 357,597(7) | 21,101,799 | | | 1/7/2024 | — | — | — | — | — | — | 163,542(8) | 9,650,613 | | | 1/7/2024 | — | — | — | — | — | — | 163,541(9) | 9,650,554 | | | 9/10/2024 | — | — | — | — | — | — | 226,860(6) | 13,387,009 | | | 11/10/2025 | — | — | — | — | — | — | 141,283(6) | 8,337,110 | | Rukmini Sivaraman | RSUs | | | | | | | | | | | 8/25/2022 | — | — | — | — | 6,250(2) | 368,813 | — | — | | | 8/29/2023 | — | — | — | — | 23,827(3) | 1,406,031 | — | — | | | 9/10/2024 | — | — | — | — | 26,798(4) | 1,581,350 | — | — | | | 11/10/2025 | — | — | — | — | 44,151(5) | 2,605,351 | — | — | | | PRSUs | | | | | | | | | | | 8/29/2023 | — | — | — | — | — | — | 101,660(6) | 5,998,957 | | | 9/10/2024 | — | — | — | — | — | — | 79,400(6) | 4,685,394 | | | 11/10/2025 | — | — | — | — | — | — | 54,339(6) | 3,206,544 | | Brian Martin | RSUs | | | | | | | | | | | 7/10/2024 | — | — | — | — | 25,425(10) | 1,500,329 | — | — | | | 11/10/2025 | — | — | — | — | 24,725(5) | 1,459,022 | — | — | | | PRSUs | | | | | | | | | | | 9/10/2024 | — | — | — | — | — | — | 75,620(6) | 4,462,336 | | | 11/10/2025 | — | — | — | — | — | — | 30,430(6) | 1,795,674 | | Tarkan Maner (11) | RSUs | | | | | | | | | | | 8/25/2022 | — | — | — | — | 4,792(2) | 282,776 | — | — | | | 8/29/2023 | — | — | — | — | 13,237(3) | 781,115 | — | — | | | 9/10/2024 | — | — | — | — | 15,313(4) | 903,620 | — | — | | | 11/10/2025 | — | — | — | — | 24,725(5) | 1,459,022 | — | — | | | PRSUs | | | | | | | | | | | 8/29/2023 | — | — | — | — | — | — | 56,476(6) | 3,332,649 | | | 9/10/2024 | — | — | — | — | — | — | 45,371(6) | 2,677,343 | | | 11/10/2025 | — | — | — | — | — | — | 30,430(6) | 1,795,674 |

  73. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    Based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on July 31, 2026, which was $59.01.

  74. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    | 60 | 2026 Proxy Statement |

  75. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    (2) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2022, subject to continued service through each vesting date. (3) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2023, subject to continued service through each vesting date. (4) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2024, subject to continued service through each vesting date. (5) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2025, subject to continued service through each vesting date. (6) The PRSUs are eligible to vest in up to three installments based on the TSR of our company relative to the TSR of companies in the Nasdaq Composite Index over cumulative one-, two-, and three-year performance periods beginning on the first day of the fiscal year in which the award was granted. PRSUs that become eligible to vest based on performance vest on September 15 following the applicable performance period, subject to continued service through the vesting date. The achievement percentage for each performance period ranges from 0% to 200% of target, except that the achievement percentage is capped at 100% for the first two performance periods. Up to one-third of the target number of PRSUs are eligible to vest based on performance for each of the first two performance periods. The achievement percentage is (i) 0% if our TSR ranks below the 25th percentile of the indexed companies, (ii) 50% if our TSR ranks at the 25th percentile of the indexed companies, (iii) 100% if our TSR ranks at the 50th percentile of the indexed companies, and (iv) 200% if our TSR ranks at or above the 75th percentile of the indexed companies. If our TSR ranks between these percentile thresholds, the achievement percentage is determined using linear interpolation. 100% of the target number of PRSUs (as may be increased as a result of any achievement percentage in excess of target) will be eligible to vest with respect to the third performance period, less any PRSUs already vested in the first two interim performance periods. PRSUs granted prior to November 2025 are subject to a maximum value cap that limits the total value that may become eligible to vest at the end of the third performance period, with the achievement percentage for the period subject to reduction so that the product of the ending price per share at the end of the period multiplied by the achievement percentage cannot exceed: $144.40 for the awards granted on August 29, 2023; and $267.30 for the awards granted on September 10, 2024, as applicable. For purposes of the values reported in the table, the awards granted on August 29, 2023 and September 10, 2024 are reported at maximum performance, and the awards granted on November 10, 2025 are reported at target performance. (7) The PRSUs are eligible to vest at the target level of stock price performance and become eligible to vest in a range from 0% to 200% of the target number based on actual performance achieved relative to the following stock price hurdles at any time during the Performance Period: (i) 100% of the PRSUs for a stock price hurdle of $70, (ii) 150% of the PRSUs for a stock price hurdle of $80, and (iii) 200% of the PRSUs for a stock price hurdle of $90. A stock price hurdle is only achieved if the average closing price of our company’s common stock is equal to or greater than the hurdle price for 90 consecutive calendar days. None of the PRSUs become eligible to vest for achievement of a stock price hurdle of less than $70. In addition, a maximum of 100% of the target number of PRSUs will be eligible to vest if our company’s TSR ranks at less than the 50th percentile relative to the TSR of companies in the Nasdaq Composite Index during the Performance Period. Achievement of the stock price hurdles may occur at any time during the Performance Period, but vesting will remain subject to Mr. Ramaswami’s continued employment as CEO through September 15, 2027. The values reported reflect achievement at 150% of target assuming attainment of the $80 stock price hurdle based on the attainment of the $70 target stock price hurdle (100%) during fiscal year 2025. (8) The PRSUs become eligible to vest upon achievement of specified FCF hurdles, with achievement of 100% of the PRSUs at the target level of FCF performance and additional achievement levels of 150% and 200% of the target number of PRSUs at higher levels of FCF performance. None of the PRSUs are eligible to vest if performance is below the target level of FCF performance. The target level FCF was set relative to our company’s internal long-term plans and requires strong performance over the Performance Period to be achieved. FCF will be measured over the last four completed fiscal quarters ending on the last day of the Performance Period on July 31, 2027. Linear interpolation will not apply in the case of achievement between the 100%, 150% and 200% payout percentage levels. PRSU vesting remains subject to Mr. Ramaswami’s continued employment as CEO through September 15, 2027. The values reported reflect achievement at 100% of target. (9) The PRSUs become eligible to vest upon achievement of specified ARR hurdles, with achievement of 100% of the PRSUs at the target level of ARR performance and additional achievement levels of 150% and 200% of the target number of PRSUs at higher levels of ARR performance. None of the PRSUs are eligible to vest if performance is below the target level of ARR performance. The target level ARR was set relative to our company’s internal long-term plans and requires strong performance over the Performance Period to be achieved. ARR will be measured as of the last day of the Performance Period on July 31, 2027. Linear interpolation will not apply in the case of achievement between the 100%, 150% and 200% payout percentage levels. PRSU vesting remains subject to Mr. Ramaswami’s continued employment as CEO through September 15, 2027. The values reported reflect achievement at 100% of target. (10) 25% of the RSUs vested on September 15, 2025 and the remainder vest in 12 equal quarterly installments, with the first quarterly installment vesting on December 15, 2025, subject to continued service through each vesting date. Mr. Maner served as President and Chief Commercial Officer during fiscal year 2026 and stepped down from that position following the end of fiscal year 2026. In connection with his transition from that role, we entered into a Transition Advisory Services Agreement with Mr. Maner. While Mr. Maner continues to provide services under that arrangement, he remains eligible to satisfy the applicable vesting requirements of his outstanding equity awards in accordance with the terms of our equity incentive plan and the applicable award agreements. The Transition Advisory Services Agreement does not modify, accelerate or otherwise alter the terms of those awards. See “Executive Compensation—Employment Arrangements” for additional information regarding this arrangement.

  76. Outstanding Equity Awards At Fiscal Year 2026 Year-End Table

    | 2026 Proxy Statement | 61 |

  77. 2026 Option Exercises and Stock Vested Value

    2026 Option Exercises and Stock Vested Value The following table presents, for each of our NEOs, the shares of our Class A common stock that were acquired upon the exercise of stock options and vesting of RSU and PRSU awards and the related value realized during fiscal year 2026.

  78. 2026 Option Exercises and Stock Vested Value

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Rajiv Ramaswami | — | — | 477,758 | 32,414,452 | | Rukmini Sivaraman | — | — | 182,175 | 12,073,309 | | Brian Martin | — | — | 40,603 | 2,711,525 | | Tarkan Maner | — | — | 106,166 | 7,219,121 |

  79. 2026 Option Exercises and Stock Vested Value

    The value realized upon vesting of RSUs or PRSUs is calculated by multiplying the number of shares vested by the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the applicable vesting date (or, in the event the applicable vesting date occurs on a holiday or weekend, the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the immediately preceding trading day).

  80. 2026 Option Exercises and Stock Vested Value

    | 62 | 2026 Proxy Statement |

  81. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing (i) the ratio of the annual total compensation of our CEO, Rajiv Ramaswami, to (ii) the annual total compensation of our median employee, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For fiscal year 2026: • the annual total compensation of our CEO was $29,485,213; • the annual total compensation of our median employee was $146,606; and • the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 201:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. As permitted by SEC rules, we used the same median employee for fiscal years 2025 and 2026 because there were no changes in our employee population or compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure. When identifying the median employee for fiscal year 2025, we selected July 31, 2025 as the date for establishing the employee population used in identifying the median employee. In determining this population, we include all worldwide full-time and part-time employees other than our CEO. We do not include any contractors in our employee population. As permitted by SEC rules, to identify our median employee, we use total target cash compensation plus the grant date fair value of equity awards, if any, as our consistently applied compensation measure, which we refer to herein as total target compensation and calculated as (i) base salary and target annual incentive as of July 31, and (ii) the grant date fair value of equity awards issued during the fiscal year. For employees paid in a currency other than U.S. dollars, we convert their compensation to U.S. dollars using the exchange rates used by us for various financial and accounting purposes in effect on July 31. We then calculate the annual total compensation of our selected median employee. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Consequently, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  82. CEO Pay Ratio

    | 2026 Proxy Statement | 67 |

  83. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, below is a comparison of compensation actually paid (“CAP”) and certain measures of financial performance. For further information concerning our compensation philosophy and how we align executive compensation with performance, refer to the “Executive Compensation – Compensation Discussion and Analysis” section.

  84. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | SCT Total for PEO(1) (b)($) | CAP for PEO(2,6) (c)($) | Avg. SCT Total for Non-PEO NEOs(1) (d)($) | Avg. CAP for Non-PEO NEOs(6) (e)($) | Total Shareholder Return(3) (f)($) | Peer Group Total Shareholder Return(3) (g)($) | Net Income (Loss)(4) (in thousands) (h)($) | Company Selected Measure: Annual Recurring Revenue(5) (in thousands) (i)($) | | 2026 | 29,485,213 | (21,689,934) | 8,467,595 | 3,046,819 | 164 | 243 | 1,506,837 | 2,548,797 | | 2025 | 22,569,085 | 73,382,443 | 4,564,564 | 4,685,324 | 209 | 187 | 188,366 | 2,223,197 | | 2024 | 51,143,711 | 97,948,820 | 4,810,466 | 8,792,715 | 140 | 151 | (124,775) | 1,907,982 | | 2023 | 14,845,940 | 38,679,011 | 5,475,467 | 11,092,941 | 84 | 112 | (254,560) | 1,561,981 | | 2022 | 12,928,676 | 3,241,068 | 4,990,357 | (2,699,520) | 42 | 88 | (798,946) | 1,202,438 |

  85. Pay Versus Performance

    (1) Total compensation as set forth in the “Executive Compensation – Executive Compensation Tables – Fiscal Year 2026 Summary Compensation Table” (“SCT”) above. The individuals comprising the PEO and Non-PEO NEOs for each year are listed in the table below.

  86. Pay Versus Performance

    | Name | 2022 | 2023 | 2024 | 2025 | 2026 | | PEO | | | | | | | Rajiv Ramaswami |  |  |  |  |  | | Non-PEO NEOs | | | | | | | Rukmini Sivaraman |  |  |  |  |  | | Brian Martin | | |  |  |  | | Tarkan Maner | | | | |  | | David Sangster |  |  |  |  | | | Tyler Wall |  |  |  | | | | Duston Williams |  | | | | |

  87. Pay Versus Performance

    (2) For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO NEOs reflect the adjustments set forth below. CAP does not mean these amounts were earned or paid during the year. CAP is an amount derived from the starting point of total compensation as presented in the SCT under the methodology prescribed under the SEC’s rules, which is solely based on adjustments to equity award values. Nutanix does not maintain a pension plan and has not paid dividends on its common stock, so no adjustments for these factors were necessary. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the CAP from the assumptions used to compute the valuation of the equity awards as of the grant date. (3) Cumulative TSR represents the value of an initial fixed investment of $100 on July 31, 2021 in our company (column (f)) and the Nasdaq Computer Index (column (g)) for the fiscal years ended July 31, 2022 through 2026. (4) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year in accordance with accounting principles generally accepted in the United States. ARR is defined as the sum of ACV for all subscription contracts from all customers in effect as 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 in fiscal year 2026, our methodology for calculating ARR was updated to align more closely with the timing of when licenses are made available to customers. We have not updated ARR for any prior periods.

  88. Pay Versus Performance

    | 68 | 2026 Proxy Statement |

  89. Pay Versus Performance

    (6) The table below shows the adjustments made to the SCT totals (columns (b) and (d) above) for our PEO and average for non-PEO NEOs to determine CAP for fiscal year 2026 (columns (c) and (e) above).

  90. Pay Versus Performance

    | | | PEO ($) | Average for Non-PEO NEOs ($) | | | Summary Compensation Table - Total Compensation (columns (b) and (d)) | 29,485,213 | 8,467,595 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (27,883,613) | (7,578,558) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | 19,628,756 | 5,334,957 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (41,413,046) | (2,810,819) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | 1,204,854 | 327,448 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (2,712,097) | (693,803) | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | = | Compensation Actually Paid (columns (c) and (e)) | (21,689,934) | 3,046,819 |

  91. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our company’s executive compensation program reflects a pay-for-performance philosophy. While our company uses several performance measures to align executive compensation with performance, we do not seek to align our company’s performance measures with CAP (as calculated in accordance with SEC rules).

  92. Analysis of Information Presented in the Pay Versus Performance Table

    | 2026 Proxy Statement | 69 |

  93. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  94. Compensation Actually Paid vs. TSR

    | 70 | 2026 Proxy Statement |

  95. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  96. Compensation Actually Paid vs. Net Income

    | 2026 Proxy Statement | 71 |

  97. Compensation Actually Paid vs. ARR

    Compensation Actually Paid vs. ARR We have identified the following performance measures (in no specific order) as the most important in aligning the compensation of our NEOs to our financial performance for fiscal year 2026: