Item 1.01 Entry Into a Material Definitive Agreement.

On September 22, 2021, Nutanix, Inc. (the "Company") consummated the previously announced privately negotiated exchanges and/or subscriptions with certain holders of its outstanding 0% Convertible Senior Notes due 2023 (the "2023 Notes") and certain new investors pursuant to which the Company issued $575 million in aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2027 (the "New Notes") consisting of (a) approximately $477.3 million principal amount of New Notes in exchange for approximately $416.5 million principal amount of the 2023 Notes (the "Exchange Transactions") and (b) approximately $97.7 million principal amount of New Notes for cash (the "Subscription Transactions" and together with the Exchange Transactions, the "Transactions"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company also consummated the previously announced privately negotiated transactions with certain holders of the 2023 Notes pursuant to which the Company repurchased approximately $12.8 million principal amount of the 2023 Notes for cash (the "Note Repurchases"). Following the consummation of the Exchange Transactions and the Note Repurchases, approximately $145.7 million in aggregate principal amount of 2023 Notes remains outstanding with terms unchanged.

The Company did not receive any cash proceeds from the Exchange Transactions. In exchange for issuing the balance of the New Notes pursuant to the Exchange Transactions, the Company received and cancelled the 2023 Notes exchanged therefor. The Company estimates that net cash proceeds from the Subscription Transactions were approximately $88.4 million after deducting estimated offering expenses for the Transactions. The Company intends to use (i) approximately $14.7 million of the net cash proceeds from the Subscription Transactions for the Note Repurchases and (ii) approximately $58.5 million of the net cash proceeds from the Subscription Transactions for the Stock Repurchase (as defined below). The Company intends to use the remainder of the net proceeds from the Subscription Transactions for general corporate purposes.

Indenture

On September 22, 2021, the Company entered into an Indenture relating to the issuance of the New Notes (the "Indenture"), by and between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The New Notes bear interest from September 22, 2021 at a rate of 0.25% per year payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The New Notes will mature on October 1, 2027, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms. Upon conversion, the Company will be required to pay or deliver, as the case may be, cash, shares of the Company's Class A common stock ("Common Stock") or a combination of cash and shares of Common Stock, at the Company's election.

The initial conversion rate of the New Notes is 17.3192 shares of Common Stock per $1,000 principal amount of New Notes (equivalent to an initial conversion price of approximately $57.74 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its New Notes in connection with such make-whole fundamental change.

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Prior to the close of business on the business day immediately preceding July 1, 2027, the New Notes will be convertible only under the following circumstances: (1) during any fiscal quarter commencing after January 31, 2022, and only during such fiscal quarter, if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of New Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls the New Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after July 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the New Notes may convert all or a portion of their New Notes regardless of the foregoing conditions.

The Company may not redeem the New Notes prior to October 5, 2024. On or after October 5, 2024, and prior to the 31st scheduled trading day immediately preceding the maturity date, the Company may redeem for cash all or any portion of the New Notes, at its option (subject to the partial redemption limitation (as defined below)), if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 8.01 Other Events.

Stock Repurchase

On September 22, 2021, the Company consummated the previously announced repurchase of approximately 1.4 million shares of the Common Stock at a price of $42.77 per share (the "Stock Repurchase"), which was equal to the closing price per share of the Common Stock on the date the Company entered into the definitive agreements for the Exchange Transactions, the Subscription Transactions and the Repurchase Transactions.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



   Exhibit Number                              Description
                        Indenture, dated as of September 22, 2021, by and between
     4.1              Nutanix, Inc. and U.S. Bank National Association, as trustee.

     4.2                Form of 0.25% Convertible Senior Note due 2027 (included in
                      Exhibit 4.1).
   104                Cover Page Interactive Data File (embedded within the Inline
                      XBRL document)

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