Nutanix, Inc. Announces Private Convertible Exchange and Subscription Transactions of $575 Million Principal Amount of 0.25% Convertible Senior Notes due 2027 - Seite 3

Nutanix has previously granted to its employees stock awards subject to vesting, and it is Company policy to sell a portion of the Common Stock that becomes vested to fund any withholding taxes resulting from the vesting of these performance stock awards (“sell-to-cover”), which will occur over the next few days. Shares sold in sell-to-cover transactions are estimated to be approximately 900,000 shares of Common Stock, subject to market fluctuations.

The New Notes and any shares issuable upon conversion of the New Notes have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration under, or an applicable exemption from, the registration requirements. This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the planned offering. The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "plan," "intend," "could," "would," "expect," or words or expressions of similar substance or the negative thereof, that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, Nutanix is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the Exchange Transactions, the Subscription Transactions, the Note Repurchases and Unwind Transactions, such uncertainties and circumstances include whether Nutanix will consummate the Exchange Transactions, the Subscription Transactions, the Note Repurchases and Unwind Transactions, and the use of the net proceeds from the Subscription Transactions. With respect to Nutanix’s expectations regarding sell-to-cover transactions, such transactions are subject to a number of risks and uncertainties, including market fluctuations, the individual needs and tax positions of the grantees and other factors outside of Nutanix’s control. Various factors could also adversely affect Nutanix’s operations, business or financial results in the future and cause Nutanix’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the "Risk Factors" sections contained in Nutanix’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2021 and April 30, 2021, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 4, 2021 and June 3, 2021, respectively, and Annual Report on Form 10-K for the fiscal year ended July 31, 2020, filed with the SEC, on September 23, 2020.