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Nutanix Announces Elimination of Dual-Class Stock Structure

Conversion of Class B Common Stock into Class A Common Stock Results in Single Class of Common Stock With Equal Voting Rights

Nutanix , a leader in hybrid multicloud computing, announced that all outstanding shares of its Class B common stock automatically converted into Class A common stock on a one-for-one basis, effective at 12:01 a.m. ET on January 3, 2022. The conversion had no effect on the economic rights of holders of shares of Class A common stock or Class B common stock, except for the elimination of the different voting powers of the two classes of stock, and Nutanix does not expect it to have any material effect on its future operations.

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The conversion occurred automatically pursuant to Nutanix’s certificate of incorporation as a result of holders of at least sixty-seven percent of the outstanding shares of Class B common stock acting by written consent in lieu of a meeting to approve such conversion. The former holders of Class B common stock now have Class A common stock with the same voting powers, preferences, rights and qualifications, limitations and restrictions as the Class A common stock. All shares of Nutanix’s outstanding capital stock are now entitled to one vote per share.

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Nutanix filed a certificate with the Delaware Secretary of State on January 4, 2022 effecting the retirement of the Class B shares that were issued but no longer outstanding following the conversion.

No other stockholder action is required in connection with the conversion. Any existing stock certificates validly issued for shares of Nutanix’s Class B common stock will represent shares of Nutanix’s Class A common stock, and shares held with Nutanix’s transfer agent will be automatically adjusted to reflect the change. In connection with the conversion, Nutanix’s Class A common stock will continue to trade on the Nasdaq Global Select Market under the ticker symbol “NTNX” and will maintain the same CUSIP number previously assigned to the Class A common stock.

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