Nutanix, Inc. Announces Private Convertible Exchange and Subscription Transactions of $575 Million Principal Amount of 0.25% Convertible Senior Notes due 2027

Nutanix, Inc. (“Nutanix”) (NASDAQ: NTNX) today announced that it has entered into privately negotiated exchange and/or subscription agreements with certain holders of its outstanding 0% Convertible Senior Notes due 2023 (the "2023 Notes") and certain new investors, pursuant to which Nutanix will issue $575 million principal amount of its 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 an equal amount of cash (the "Subscription Transactions"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder. Nutanix also entered into privately negotiated transactions with certain holders of the 2023 Notes pursuant to which Nutanix will repurchase approximately $12.8 million principal amount of the 2023 Notes for cash (the “Note Repurchases”). Following the closing of the Exchange Transactions and the Note Repurchases, approximately $145.7 million in aggregate principal amount of 2023 Notes will remain outstanding with terms unchanged. The Exchange Transactions, the Subscription Transactions and the Note Repurchases are expected to close concurrently on or about September 22, 2021, subject to customary closing conditions.

The New Notes will represent senior unsecured obligations of Nutanix and will pay interest semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2022, at a rate of 0.25% per annum. The New Notes will mature on October 1, 2027, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding July 1, 2027, the New Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. On or after July 1, 2027 until the close of business on the second scheduled trading day preceding the maturity date, the New Notes will be convertible at the option of the holders at any time regardless of these conditions. The New Notes will be convertible into cash, shares of Nutanix’s Class A common stock (the “Common Stock”) or a combination of cash and Common Stock, at Nutanix’s election. The initial conversion rate is 17.3192 shares of the Common Stock per $1,000 principal amount of New Notes, which is equivalent to an initial conversion price of approximately $57.74 per share, and will be subject to customary anti-dilution adjustments. On or after October 5, 2024 and prior to the 31st scheduled trading day immediately preceding the maturity date, Nutanix may redeem for cash all or any portion of the New Notes if the last reported sale price of the Common Stock has been at least 130% of the conversion price for the New Notes for at least 20 trading days 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 Nutanix provides notice of redemption.