What the changes say
- AI, privacy, cybersecurity and intellectual-property exposure now receives explicit emphasis as Nutanix expands AI capabilities and processes customer data.
- Broadcom’s VMware changes create a larger potential opportunity, but migrations may be delayed by contracts, budgets, hardware and operational constraints.
- Nutanix increasingly targets larger enterprises, bringing longer sales cycles, stronger customer negotiating leverage, higher support demands and more variable results.
- The filing removes several standalone growth, adoption, cloud-transition and traditional-competition risks while retaining profitability and execution concerns.
What changed since the prior 10-K
New
- NewRisks Related to Cybersecurity and Intellectual Property
evolving privacy, data protection, cybersecurity and AI laws, regulations, contractual obligations and customer requirements; and
Changing privacy, data-protection, cybersecurity and AI requirements, plus intellectual-property disputes, could increase compliance costs, limit products or cause liability.
- NewRisks Related to Our Business and Industry
If we fail to anticipate and respond to rapidly evolving technologies, customer requirements and spending priorities, including developments in public cloud, cloud-native and AI technologies, demand for our solutions and our competitive position could be adversely affected
Rapid shifts toward public cloud, cloud-native and AI technologies could reduce demand if Nutanix misses customer priorities or industry standards.
- NewRisks Related to Our Business and Industry
We may not be able to capitalize on opportunities resulting from Broadcom’s changes to VMware's products, pricing, licensing, business practices and broader ecosystem
Nutanix may fail to convert VMware customers evaluating alternatives after Broadcom’s changes because of contracts, budgets, hardware or migration constraints.
- NewRisks Related to Our Business and Industry
Our focus on larger enterprise customers and transactions may result in longer and less predictable sales cycles, greater costs and pricing pressure, and increased variability in our operating results
A greater focus on large enterprise transactions could create longer sales cycles, higher costs, pricing pressure, demanding obligations and volatile results.
- NewRisks Related to Our Business and Industry
If we do not effectively manage our operations, resources and investments as our business and product portfolio evolve, we may not achieve our strategic objectives
Poor management of evolving operations, resources, systems and product portfolios could delay strategic goals, reduce product quality or weaken execution.
- NewRisks Related to Our Business and Industry
Our continued investment in and integration of our AI technologies and capabilities exposes us to operational, legal, and security risks, which, if realized, could adversely impact our business
Expanding AI across the Nutanix Cloud Platform and other products creates technical, adoption, legal, privacy, intellectual-property, security and ethical risks.
- NewRisks Related to Our Business and Industry
international tax laws, tax audits and changes in tax rules applicable to multinational businesses
International tax laws, audits and rule changes could impair multinational operations, international sales, operating results and financial condition.
Dropped
- DroppedRisks Related to Our Business and Industry
Our continued focus on growth may negatively impact our ability to achieve or maintain profitability in the near term
- DroppedRisks Related to Our Business and Industry
traditional IT systems vendors, such as Dell, Fujitsu, HPE, Hitachi Vantara, Lenovo, Pure Storage, Inc., NetApp, Inc., and Huawei Technologies Co., Ltd., many of which offer integrated systems that bundle servers, storage and networking solutions, as well as standalone server and storage products
The risk that continued growth investments would prevent near-term GAAP profitability.
- DroppedRisks Related to Our Business and Industry
We may not be able to capitalize on opportunities arising from Broadcom’s acquisition of VMware and related changes to its product portfolio and business model
- DroppedRisks Related to Our Business and Industry
The markets in which we compete are rapidly evolving, which make it difficult to forecast end customer adoption rates and demand for our solutions
- DroppedRisks Related to Our Business and Industry
If end customers do not adopt our solutions, our ability to grow our business and operating results may be adversely affected
Competition from traditional IT vendors offering integrated servers, storage, networking and standalone infrastructure products.
- DroppedRisks Related to Our Business and Industry
more stringent requirements in our support service contracts, including demand for quicker support response times and penalties for any failure to meet support requirements
Difficulty converting opportunities created by Broadcom’s VMware acquisition and related product, pricing and partner-program changes.
- DroppedRisks Related to Our Business and Industry
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, it can be difficult for us to predict when, if ever, a particular customer will choose to purchase our solutions, which may cause our operating results to fluctuate significantly
Uncertainty over demand and adoption as enterprise IT markets shift from traditional infrastructure.
- DroppedRisks Related to Our Business and Industry
We have experienced significant growth in prior periods, and we may not be able to sustain or manage any future growth effectively
Customer reluctance to adopt Nutanix because existing data-center architecture and IT expertise are entrenched.
- DroppedRisks Related to Our Business and Industry
Our historical financial performance, including revenue growth, may not be indicative of our future performance
More demanding support contracts, including faster response requirements and penalties for missed service obligations.
- DroppedRisks Related to Our Business and Industry
If we fail to successfully execute on our plan to sell more cloud services, which are sold on a ratable subscription-basis, our results of operations could be adversely affected
- DroppedRisks Related to Our Business and Industry
If we fail to develop or introduce new or enhanced solutions on a timely or cost-effective basis, our ability to attract and retain end customers could be impaired and our brand, reputation and competitive position could be harmed
Long, expensive and unpredictable sales efforts causing uncertainty and operating-result fluctuations.
- DroppedRisks Related to Our Business and Industry
Developments or improvements in enterprise IT infrastructure technologies may materially and adversely affect the demand for our solutions
Difficulty sustaining or effectively managing the company’s previous growth and expanding workforce.
- DroppedRisks Related to Our Business and Industry
Investing in our AI capabilities introduces risks, which, if realized, could adversely impact our business
Historical growth and financial results may not predict performance amid business-model transitions.
- DroppedRisks Related to Our Business and Industry
We rely upon third parties for the warehousing and delivery of hardware platforms and replacement parts for support, and we therefore have less control over these functions than we otherwise would
Failure to execute the shift toward cloud services sold through ratable subscriptions.
- DroppedRisks Related to Our Business and Industry
damage to our reputation and brand
Failure to develop and launch new or enhanced solutions quickly and cost-effectively.
- DroppedRisks Related to Our Business and Industry
higher expenses associated with, or delays caused by, diligence and qualifying or maintaining qualification as a government vendor
Enterprise IT technology advances, including storage, virtualization, containers, networking and public cloud, could reduce demand.
- DroppedRisks Related to Our Business and Industry
treatment of revenue from international sources for tax purposes and changes in tax laws, regulations or official interpretations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions
- DroppedRisks Related to Employee Matters
If we do not effectively develop, structure and compensate our sales force to focus on the end customers and activities that will primarily drive our growth strategy, our business will be adversely affected
- DroppedRisks Related to Ownership of Our Securities
The market price of our securities may be volatile and may decline
- DroppedRisks Related to Ownership of Our Securities
We have also registered the offer and sale of all shares of our Class A common stock that we may issue under our equity compensation plans
- DroppedRisks Related to Ownership of Our Securities
If financial or industry analysts do not publish research or reports about our business or if they issue inaccurate or unfavorable research regarding our securities, the price and trading volume of our securities could decline
- DroppedRisks Related to Ownership of Our Securities
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time
- DroppedRisks Related to Ownership of Our Securities
Investors’ and other stakeholders’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks
Reworded
- 99% rewrittenRisks Related to Ownership of Our Securities
The market price of our securities may be volatile and may decline, including if we fail to meet our publicly announced financial guidance or other expectations
The risk shifts from detailed earnings-guidance assumptions, especially inflation and interest rates, to broader stock-market volatility, analyst expectations and business developments.
Was: We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause the price of our securities to decline
- 94% rewrittenRisks Related to Our Business and Industry
The enterprise IT market is rapidly changing and expanding, and we expect competition to continue to intensify in the future from both established competitors and new market entrants
The market scope now explicitly includes enterprise AI and agentic AI workloads, while the prior list named specific competitors and providers.
- 91% rewrittenRisks Related to Our Business and Industry
We may not be able to sustain profitability on a GAAP or non-GAAP basis
Fiscal-year profitability figures were updated through fiscal 2026; the $4.9 billion accumulated deficit was removed and investment risks now include cash generation.
Was: We have a history of losses, and we may not be able to maintain profitability on a GAAP or non-GAAP basis
- 91% rewrittenRisks Related to Ownership of Our Securities
Certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board of Directors or current management and may adversely affect the market price of our securities
The description now specifically highlights written-consent and special-meeting restrictions, advance-notice rules and limits on filling Board vacancies.
- 88% rewrittenRisks Related to Our Business and Industry
Our gross and operating margins are impacted by a variety of factors and may be subject to variation from period to period
No substantive change is visible; the gross- and operating-margin drivers remain materially the same.
- 86% rewrittenRisks Related to Our Business and Industry
Our operating results and key financial and performance metrics may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations
The risk now specifically identifies bookings, license start dates, renewals, contract durations, purchasing decisions and the timing of ARR and revenue recognition.
- 84% rewrittenRisks Related to Ownership of Our Securities
general economic conditions and slow or negative growth of our markets; and
The discussion replaces broad stock-market effects with guidance assumptions involving supply-chain and military conflicts, customer billings and payment timing.
- 72% rewrittenRisks Related to Our Business and Industry
Our solutions are highly technical and may contain undetected defects, which could cause data unavailability, unauthorized access, disclosure, or loss of customer data, or corruption that might, in turn, result in liability to our end customers and harm to our reputation, brand and business
The wording adds disclosure as a possible data harm, emphasizes greater customer-data volumes in cloud products and notes defects may emerge after installation.
Was: Our solutions are highly technical and may contain undetected defects, which could cause data unavailability, unauthorized access to, loss, or corruption that might, in turn, result in liability to our end customers and harm to our reputation, brand and business
- 68% rewrittenRisks Related to Our Business and Industry
Our business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on our business and operating results
- 66% rewrittenRisks Related to Our Convertible Notes and Credit Facility
Servicing and repaying our indebtedness, including the 2027 Notes, the 2029 Notes and any borrowings under the Revolver, may require a significant amount of cash, and we may not have sufficient cash to pay our indebtedness
- 62% rewrittenRisks Related to Our Business and Industry
Our international operations expose us to additional risks, and failure to manage those risks could adversely affect our business, operating results and cash flows
- 50% rewrittenRisks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results
- 50% rewrittenRisks Related to Ownership of Our Securities
Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could reduce the price that our securities might otherwise attain and may dilute your voting power and your ownership interest in us
- 42% rewrittenRisks Related to Our Business and Industry
Our ability to sell our solutions is dependent in part on ease of use and the quality of our technical support, and any failure to offer high-quality technical support would harm our business, operating results and financial condition
- 41% rewrittenRisks Related to Our Business and Industry
Our sales of offerings that support external storage may negatively impact sales of our core HCI offering and alter customer purchasing behavior, which could negatively impact our results of operations
- 41% rewrittenRisks Related to Employee Matters
If we do not effectively structure, compensate, train and motivate our sales force, we may be unable to add new end customers or increase sales to our existing end customers and our business will be adversely affected
Was: If we do not effectively expand, train, motivate, and retain our sales force, we may be unable to add new end customers or increase sales to our existing end customers and our business will be adversely affected
- 40% rewrittenRisks Related to Our Business and Industry
Because a significant portion of our revenue is recognized ratably over the term of the contractual service period, downturns or upturns in sales are not immediately reflected in full in our results of operations
- 38% rewrittenRisks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
Failure to comply with applicable laws and regulations could result in fines, penalties and reputational harm and could also cause us to lose end customers, including in the public sector, or negatively impact our ability to contract with the public sector
- 37% rewrittenRisks Related to Cybersecurity and Intellectual Property
If open source programmers, most of whom we do not employ, do not continue to develop and enhance open source software and AI models, our development expenses could increase and our product release and upgrade schedules could be delayed
Was: If open source software programmers, most of whom we do not employ, do not continue to develop and enhance open source technologies, our development expenses could increase and our product release and upgrade schedules could be delayed
- 34% rewrittenRisks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
We are subject to governmental export and import controls and other trade restrictions that could impair our ability to compete in international markets or subject us to liability if violated
Was: We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls
- 33% rewrittenRisks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
Changes in global tax laws could increase our worldwide tax rate and could have a material adverse effect on our business, cash flow, results of operations or financial conditions
- 29% rewrittenRisks Related to Ownership of Our Securities
We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value
- 23% rewrittenRisks Related to Our Business and Industry
We rely primarily on indirect sales channels for the distribution of our solutions, and disruption within these channels or underperformance by our channel partners could adversely affect our business, operating results and cash flows
- 22% rewrittenRisks Related to Ownership of Our Securities
Our business is subject to the risks of natural disasters (including extreme weather), pandemics, man-made problems, and other similar events that may be outside of our control
All 50 risk factors
Headings as the filing states them, in filing order.
Risks Related to Cybersecurity and Intellectual Property
- 01evolving privacy, data protection, cybersecurity and AI laws, regulations, contractual obligations and customer requirements; andnew
- 21Third-party claims that we are infringing intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be harmed
- 22The success of our business depends in part on our ability to protect and enforce our intellectual property rights
- 23If open source programmers, most of whom we do not employ, do not continue to develop and enhance open source software and AI models, our development expenses could increase and our product release and upgrade schedules could be delayed37% rewritten
Risks Related to Our Business and Industry
- 02Adverse or uncertain macroeconomic or geopolitical conditions or reduced IT spending by our end customers may adversely impact our business, revenues and profitability
- 03The enterprise IT market is rapidly changing and expanding, and we expect competition to continue to intensify in the future from both established competitors and new market entrants94% rewritten
- 04If we fail to anticipate and respond to rapidly evolving technologies, customer requirements and spending priorities, including developments in public cloud, cloud-native and AI technologies, demand for our solutions and our competitive position could be adversely affectednew
- 05We may not be able to capitalize on opportunities resulting from Broadcom’s changes to VMware's products, pricing, licensing, business practices and broader ecosystemnew
- 06Our focus on larger enterprise customers and transactions may result in longer and less predictable sales cycles, greater costs and pricing pressure, and increased variability in our operating resultsnew
- 07Our sales of offerings that support external storage may negatively impact sales of our core HCI offering and alter customer purchasing behavior, which could negatively impact our results of operations41% rewritten
- 08If we do not effectively manage our operations, resources and investments as our business and product portfolio evolve, we may not achieve our strategic objectivesnew
- 09Our continued investment in and integration of our AI technologies and capabilities exposes us to operational, legal, and security risks, which, if realized, could adversely impact our businessnew
- 10We may not be able to sustain profitability on a GAAP or non-GAAP basis91% rewritten
- 11Our growth depends on our existing end customers renewing or upgrading their subscriptions and support and maintenance agreements and making additional purchases of software licenses and software upgrades, and the failure of our end customers to do so could harm our business and operating results
- 12We rely primarily on indirect sales channels for the distribution of our solutions, and disruption within these channels or underperformance by our channel partners could adversely affect our business, operating results and cash flows23% rewritten
- 13Our operating results and key financial and performance metrics may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations86% rewritten
- 14Because a significant portion of our revenue is recognized ratably over the term of the contractual service period, downturns or upturns in sales are not immediately reflected in full in our results of operations40% rewritten
- 15Our gross and operating margins are impacted by a variety of factors and may be subject to variation from period to period88% rewritten
- 16Our ability to sell our solutions is dependent in part on ease of use and the quality of our technical support, and any failure to offer high-quality technical support would harm our business, operating results and financial condition42% rewritten
- 17Our solutions are highly technical and may contain undetected defects, which could cause data unavailability, unauthorized access, disclosure, or loss of customer data, or corruption that might, in turn, result in liability to our end customers and harm to our reputation, brand and business72% rewritten
- 18Our business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on our business and operating results68% rewritten
- 19Our international operations expose us to additional risks, and failure to manage those risks could adversely affect our business, operating results and cash flows62% rewritten
- 20international tax laws, tax audits and changes in tax rules applicable to multinational businessesnew
Risks Related to Employee Matters
- 24Our business and growth depend on our ability to attract and retain qualified personnel, including our management team and other key personnel, and the inability to attract, hire, integrate, train, retain, or motivate qualified personnel could harm our business and growth
- 25If we do not effectively structure, compensate, train and motivate our sales force, we may be unable to add new end customers or increase sales to our existing end customers and our business will be adversely affected41% rewritten
Risks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
- 26If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- 27Any legal proceedings or claims we may be involved in could be costly and time-consuming to defend and could harm our reputation regardless of their outcome
- 28Failure to comply with applicable laws and regulations could result in fines, penalties and reputational harm and could also cause us to lose end customers, including in the public sector, or negatively impact our ability to contract with the public sector38% rewritten
- 29Failure to comply with anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences
- 30We are subject to governmental export and import controls and other trade restrictions that could impair our ability to compete in international markets or subject us to liability if violated34% rewritten
- 31Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results50% rewritten
- 32Our international operations may subject us to potential adverse tax consequences
- 33Changes in global tax laws could increase our worldwide tax rate and could have a material adverse effect on our business, cash flow, results of operations or financial conditions33% rewritten
- 34Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
Risks Related to Our Convertible Notes and Credit Facility
- 35Servicing and repaying our indebtedness, including the 2027 Notes, the 2029 Notes and any borrowings under the Revolver, may require a significant amount of cash, and we may not have sufficient cash to pay our indebtedness66% rewritten
- 36We may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the Notes in cash, to repay the Notes at maturity, or to repurchase the Notes upon a fundamental change
- 37The conditional conversion feature of the 2027 Notes or the 2029 Notes, if triggered, may adversely affect our financial condition and operating results
- 38The accounting method for the Notes, which may be settled in cash upon conversion, has had, and may continue to have, a material effect on our reported or future financial results
- 39Our revolving credit facility contains a financial covenant and other covenants that may restrict our actions, and a failure to comply with these covenants could have a material adverse effect on our financial condition
Risks Related to Ownership of Our Securities
- 40The market price of our securities may be volatile and may decline, including if we fail to meet our publicly announced financial guidance or other expectations99% rewritten
- 41general economic conditions and slow or negative growth of our markets; and84% rewritten
- 42Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could reduce the price that our securities might otherwise attain and may dilute your voting power and your ownership interest in us50% rewritten
- 43Conversion of the Notes may dilute the ownership interest of existing stockholders, or may otherwise depress the price of our securities
- 44We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value29% rewritten
- 45Certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board of Directors or current management and may adversely affect the market price of our securities91% rewritten
- 46We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock
- 47Our business is subject to the risks of natural disasters (including extreme weather), pandemics, man-made problems, and other similar events that may be outside of our control22% rewritten
- 48We may further expand through acquisitions of, or investments in, other companies (or vice versa through divestitures), each of which may divert our management’s attention, resulting in additional dilution to our stockholders and consumption of resources that are necessary to sustain and grow our business
- 49We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results
- 50Our marketable securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline significantly and materially adversely affect our business, financial condition, results of operations, and prospects
Other Nutanix 10-Ks
- 2025 10-K risk factors
66 risks, 6 new, 4 dropped, 25 reworded since the prior year. Nutanix faces intense competition following Broadcom's acquisition of VMware, driving efforts to capture market share.
Filed Sep 24, 2025 - 2024 10-K risk factors
64 risks. Nutanix faces intense competition from legacy IT vendors and public cloud providers in the enterprise IT market. The company must manage historical GAAP net losses, totaling $124.8 million in fiscal 2024. Growth depends heavily on indirect channel partners, international markets, and successful subscription-based cloud transitions.
Filed Sep 19, 2024
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.