UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 2425, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-27130

NetApp, Inc.

(Exact name of registrant as specified in its charter)


Delaware		77-0307520
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3060 Olsen Drive,

San Jose, California 95128

(Address of principal executive offices, including zip code)

(408) 822-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 Par Value	NTAP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~February~~August 2122, 2025, there were ~~203~~199,~~411~~618,~~523~~386 shares of the registrant’s common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Notes to Condensed Consolidated Financial Statements	98
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2624
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3734
Item 4	Controls and Procedures	3835
PART II — OTHER INFORMATION
Item 1	Legal Proceedings	3936
Item 1A	Risk Factors	3936
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4036
Item 3	Defaults upon Senior Securities	4036
Item 4	Mine Safety Disclosures	4036
Item 5	Other Information	4036
Item 6	Exhibits	4137
SIGNATURE		4238

TRADEMARKS

© 2025 NetApp, Inc. All Rights Reserved. No portions of this document may be reproduced without prior written consent of NetApp, Inc. NetApp, the NetApp logo, and the marks listed at http://www.netapp.com/TM are trademarks of NetApp, Inc. Other company and product names may be trademarks of their respective owners.

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

NETAPP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value)

(Unaudited)

	January 24, 2025			April 26, 2024
	July 25, 2025			April 25,2025
ASSETS
Current assets:
Cash and cash equivalents	$	12,~~511~~085		$	12,~~903~~742
Short-term investments		~~750~~1,239			1,~~349~~104
Accounts receivable		~~898~~787			1,~~007~~246
Inventories		~~268~~133			186
Other current assets		~~481~~443			~~452~~573
Total current assets		34,~~908~~687			45,~~897~~851
Property and equipment, net		~~567~~570			~~604~~563
Goodwill		2,~~723~~734			2,~~759~~723
Purchased intangible assets, net		4937			~~124~~43
Other non-current assets		1,~~742~~651			1,~~503~~643
Total assets	$	89,~~989~~679		$	910,~~887~~823
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~434~~404		$	~~517~~511
Accrued expenses		~~941~~895			1,~~013~~122
Current portion of long-term debt		~~750~~—			~~400~~750
Short-term deferred revenue and financed unearned services revenue		2,~~070~~270			2,~~176~~279
Total current liabilities		43,~~195~~569			4,~~106~~662
Long-term debt		12,~~244~~485			12,~~992~~485
Other long-term liabilities		~~503~~394			~~585~~379
Long-term deferred revenue and financed unearned services revenue		2,~~052~~256			2,~~058~~257
Total liabilities		78,~~994~~704			89,~~741~~783
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock and additional paid-in capital, $0.001 par value; 203 and 206 shares issued and outstanding as of January 24, 2025 and April 26, 2024, respectively		1,060			997
Common stock and additional paid-in capital, $0.001 par value, 885 shares authorized; 200 and 201 shares issued and outstanding as of July 25, 2025 and April 25, 2025, respectively		1,015			1,106
Retained earnings		—			~~208~~—
Accumulated other comprehensive loss		(6540	)		(5966	)
Total stockholders' equity		~~995~~975			1,~~146~~040
Total liabilities and stockholders' equity	$	89,~~989~~679		$	910,~~887~~823

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

January 24, 2025

January 26, 2024

July 25, 2025

July 26, 2024

Net revenues:

Revenues:

Product

~~758~~654

~~747~~669

~~2,195~~

~~2,043~~

Services

~~883~~905

~~859~~872

~~2,645~~

~~2,557~~

Net revenues

1,~~641~~559

1,~~606~~541

~~4,840~~

~~4,600~~

Cost of revenues:

Cost of product

~~330~~302

~~282~~269

~~906~~

~~823~~

Cost of services

~~166~~159

~~173~~174

~~514~~

~~520~~

Total cost of revenues

~~496~~461

~~455~~443

~~1,420~~

~~1,343~~

Gross profit

1,~~145~~098

1,~~151~~098

~~3,420~~

~~3,257~~

Operating expenses:

Sales and marketing

~~451~~461

~~439~~471

~~1,407~~

~~1,368~~

Research and development

~~247~~242

~~249~~252

~~756~~

~~758~~

General and administrative

7484

8175

~~226~~

~~230~~

Restructuring charges

1317

Acquisition-related expense

2—

Total operating expenses

~~783~~789

~~785~~816

~~2,431~~

~~2,409~~

Income from operations

~~362~~309

~~366~~282

~~989~~

~~848~~

Other income, net

Other (expense) income, net

)

Income before income taxes

~~370~~304

~~382~~299

~~1,029~~

~~883~~

Provision for income taxes

6951

~~183~~

~~188~~

Net income

~~299~~233

~~313~~248

~~846~~

~~695~~

Net income per share:

Basic

1.4716

1.5220

~~4.13~~

~~3.33~~

Diluted

1.4415

1.4817

~~4.03~~

~~3.26~~

Shares used in net income per share calculations:

Basic

~~204~~201

206

~~205~~

~~209~~

Diluted

~~208~~203

~~211~~212

~~210~~

~~213~~

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	January 24, 2025			January 26, 2024			January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Net income	$	~~299~~233		$	~~313~~248		$	~~846~~		$	~~695~~
Other comprehensive loss
Other comprehensive income
Foreign currency translation adjustments		~~(11~~26	)		21			(7	)		(3	)
Unrealized gains on available-for-sale securities:
Unrealized losses on available-for-sale securities:
Unrealized holding gains arising during the period		—			—			1			—
Unrealized holding losses arising during the period		(1	)		—
Unrealized gains (losses) on cash flow hedges:
Unrealized losses on cash flow hedges:
Unrealized holding gains (losses) arising during the period		5			(4	)		2			1
Unrealized holding losses arising during the period		(1	)		(1	)
Reclassification adjustments for losses (gains) included in net income		(4	)		2			(2	)		(2	)
Reclassification adjustments for losses included in net income		2			—
Other comprehensive loss		(10	)		—			(6	)		(4	)
Other comprehensive income		26			—
Comprehensive income	$	~~289~~259		$	~~313~~248		$	~~840~~		$	~~691~~

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Cash flows from operating activities:
Net income	$	~~846~~233		$	~~695~~248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		~~190~~51			~~191~~63
Non-cash operating lease cost		3111			3410
Stock-based compensation		~~291~~83			~~269~~85
Deferred income taxes		~~(110~~9	)		(217	)
Other items, net		~~(25~~46	)		4(19	)
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable		~~104~~466			~~195~~335
Inventories		~~(82~~54	)		37(29	)
Other operating assets		~~(68~~110	)		~~(71~~49	)
Accounts payable		(77107	)		3(77	)
Accrued expenses		(94240	)		(16221	)
Deferred revenue and financed unearned services revenue		(9248	)		(~~160~~92	)
Long-term taxes payable		~~(84~~2	)		~~(107~~4	)
Other operating liabilities		13			—2
Net cash provided by operating activities		~~831~~673			~~1,072~~341
Cash flows from investing activities:
Purchases of investments		(~~1,288~~741	)		(~~1,663~~480	)
Maturities, sales and collections of investments		~~1,878~~598			~~1,334~~470
Purchases of property and equipment		(~~133~~53	)		(~~109~~41	)
Other investing activities, net		315			—
Net cash provided by (used in) investing activities		460			(438	)
Net cash used in investing activities		(181	)		(51	)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock award plans		~~108~~54			~~100~~55
Payments for taxes related to net share settlement of stock awards		(~~168~~57	)		(~~108~~97	)
Repurchase of common stock		(~~900~~300	)		(~~800~~400	)
Repayments and extinguishment of debt		(~~400~~750	)		—
Dividends paid		(~~319~~104	)		(~~312~~107	)
Net cash used in financing activities		(1,679	)		(1,120	)
Other financing activities, net		—			1
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3	)		(10	)
Net cash used in financing activities		(1,157	)		(548	)
Net change in cash, cash equivalents and restricted cash		(391	)		(496	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		7			8
Net change in cash, cash equivalents and restricted cash		(658	)		(250	)
Cash, cash equivalents and restricted cash:
Beginning of period		12,~~909~~749			21,~~322~~909
End of period	$	12,~~518~~091		$	1,~~826~~659

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended January 24, 2025
	Three Months Ended July 25, 2025
										Accumulated
	Common Stock and									Other
	Additional Paid-in Capital						Retained			Comprehensive
	Shares			Amount			Earnings			Loss			Total
Balances, October 25, 2024		203		$	947		$	—		$	(55	)	$	892
Balances, April 25, 2025		201		$	1,106		$	—		$	(66	)	$	1,040
Net income		—			—			~~299~~233			—			~~299~~233
Other comprehensive loss		—			—			—			(10	)		(10	)
Other comprehensive income		—			—			—			26			26
Issuance of common stock under employee stock award plans, net of taxes		12			17(3	)		—			—			17(3	)
Repurchase of common stock		(13	)		(767	)		(~~193~~233	)		—			(~~200~~300	)
Stock-based compensation		—			~~103~~83			—			—			~~103~~83
Cash dividends declared ($0.52 per common share)		—			—(104	)		~~(106~~—	)		—			(~~106~~104	)
Balances, January 24, 2025		203		$	1,060		$	—		$	(65	)	$	995
Balances, July 25, 2025		200		$	1,015		$	—		$	(40	)	$	975

	Three Months Ended January 26, 2024
	Three Months Ended July 26, 2024
										Accumulated
	Common Stock and									Other
	Additional Paid-in Capital						Retained			Comprehensive
	Shares			Amount			Earnings			Loss			Total
Balances, October 27, 2023		206		$	825		$	—		$	(55	)	$	770
Balances, April 26, 2024		206		$	997		$	208		$	(59	)	$	1,146
Net income		—			—			~~313~~248			—			~~313~~248
Other comprehensive loss		—			—			—			—			—
Issuance of common stock under employee stock award plans, net of taxes		2			(42	)		—			—			(42	)
Issuance of common stock under employee stock award plans, net of taxes		2			25			—			—			25
Repurchase of common stock		(3	)		(16	)		(384	)		—			(400	)
Repurchase of common stock		(2	)		(5	)		(95	)		—			(100	)
Excise tax on net stock repurchases		—			(1	)		—			—			(1	)
Stock-based compensation		—			8985			—			—			8985
Cash dividends declared ($0.50 per common share)		—			—			(103	)		—			(103	)
Cash dividends declared ($0.52 per common share)		—			(35	)		(72	)		—			(107	)
Balances, January 26, 2024		206		$	934		$	115		$	(55	)	$	994
Balances, July 26, 2024		205		$	988		$	—		$	(59	)	$	929

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

(Unaudited)

	Nine Months Ended January 24, 2025
										Accumulated
	Common Stock and									Other
	Additional Paid-in Capital						Retained			Comprehensive
	Shares			Amount			Earnings			Loss			Total
Balances, April 26, 2024		206		$	997		$	208		$	(59	)	$	1,146
Net income		—			—			846			—			846
Other comprehensive loss		—			—			—			(6	)		(6	)
Issuance of common stock under employee stock award plans, net of taxes		4			(60	)		—			—			(60	)
Repurchase of common stock		(7	)		(35	)		(865	)		—			(900	)
Excise tax on net stock repurchases		—			(3	)		—			—			(3	)
Stock-based compensation		—			291			—			—			291
Cash dividends declared ($1.56 per common share)		—			(130	)		(189	)		—			(319	)
Balances, January 24, 2025		203		$	1,060		$	—		$	(65	)	$	995

	Nine Months Ended January 26, 2024
										Accumulated
	Common Stock and									Other
	Additional Paid-in Capital						Retained			Comprehensive
	Shares			Amount			Earnings			Loss			Total
Balances, April 28, 2023		212		$	945		$	265		$	(51	)	$	1,159
Net income		—			—			695			—			695
Other comprehensive loss		—			—			—			(4	)		(4	)
Issuance of common stock under employee stock award plans, net of taxes		5			(8	)		—			—			(8	)
Repurchase of common stock		(11	)		(96	)		(704	)		—			(800	)
Excise tax on net stock repurchases		—			(5	)		—			—			(5	)
Stock-based compensation		—			265			—			—			265
Modification of liability-classified awards		—			4			—			—			4
Cash dividends declared ($1.50 per common share)		—			(171	)		(141	)		—			(312	)
Balances, January 26, 2024		206		$	934		$	115		$	(55	)	$	994

See accompanying notes to condensed consolidated financial statements.

NETAPP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Significant Accounting Policies

NetApp, Inc. (we, us, our, NetApp, or the Company) ~~makes~~helps ~~data~~customers ~~infrastructure~~make ~~intelligent~~their ~~by combining unified~~ data ~~storage,~~infrastructure ~~integrated~~more ~~data services~~seamless, ~~and~~more ~~CloudOps solutions. NetApp creates silo-free infrastructure~~dynamic, ~~harnessing observability~~ and ~~artificial~~higher ~~intelligence to enable seamless data management~~performing. We provide a full range of enterprise-class software, systems and services that customers use to transform their data infrastructures across data types, workloads, and environments to realize business possibilities.

Basis of Presentation and Preparation

Our fiscal year is reported on a 52- or 53-week year ending on the last Friday in April. An additional week is included in the first fiscal quarter approximately every six years to realign fiscal months with calendar months. Fiscal years ~~2025~~2026 and ~~2024~~2025, ending on April 2524, ~~2025~~2026 and April 2625, ~~2024~~2025, respectively, are each 52-week years, with 13 weeks in each quarter.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and stockholders’ equity for the interim periods presented. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal year ended April 2625, ~~2024~~2025 contained in our Annual Report on Form 10-K. The results of operations for the three ~~and nine~~ months ended ~~January~~July 2425, 2025 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; inventory valuation; valuation of goodwill and intangibles; restructuring reserves; employee benefit accruals; stock-based compensation; loss contingencies; investment impairments; income taxes and fair value measurements. Actual results could differ materially from those estimates, the anticipated effects of which have been incorporated, as applicable, into management's estimates as of ~~January~~July 2425, 2025.

2. Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. We are currently evaluating the effect of this pronouncement on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. While ~~This~~retrospective ~~ASU~~application is ~~effective~~permitted, ~~for~~we ~~fiscal~~will ~~years~~adopt ~~beginning~~this ~~after~~standard ~~December~~in ~~15,~~our ~~2024,~~Form ~~with~~10-K ~~early~~for ~~adoption~~the ~~permitted.~~year ~~The~~ending ~~amendment~~April ~~should~~24, be2026 ~~applied~~ on a prospective basis ~~while retrospective application is permitted~~. We are currently ~~evaluating~~assessing the effect of the adoption of this ~~pronouncement~~standard on our ~~income tax~~ disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We will adopt the new requirements for our annual periods starting in fiscal 2025 (and interim periods thereafter). We expect this pronouncement to result in enhanced financial statement disclosures only.

3. Goodwill and Purchased Intangible Assets, Net

Goodwill by reportable segment as of ~~January~~July 2425, 2025 is as follows (in millions):

	Amount
	Hybrid Cloud		Public Cloud		Total
Hybrid Cloud	$	1,714
Balance as of April 25, 2025	$	1,714	$	1,009	$	2,723
Public Cloud		1,009
Impact of foreign currency translation		—		11		11
Total goodwill	$	2,723
Balance as of July 25, 2025	$	1,714	$	1,020	$	2,734

During the third quarter of fiscal year 2025, we allocated a portion of the Public Cloud goodwill to the disposal group classified as held for sale. See section entitled "Assets and liabilities held for sale" contained in Note 4 – Supplemental Financial Information, for additional information related to this reclassification.8

Purchased intangible assets, net are summarized below (in millions):

	January 24, 2025							April 26, 2024
	July 25, 2025							April 25, 2025
	Gross		Accumulated			Net		Gross		Accumulated			Net
	Assets		Amortization			Assets		Assets		Amortization			Assets
Developed technology	$	55	$	(3036	)	$	2519	$	~~179~~55	$	(~~108~~33	)	$	7122
Customer contracts/relationships		50		(2632	)		2418		~~114~~50		(6229	)		5221
Other purchased intangibles		2		(2	)		—		62		(52	)		1—
Total purchased intangible assets	$	107	$	(5870	)	$	4937	$	~~299~~107	$	(~~175~~64	)	$	~~124~~43

During the first nine months of fiscal 2025, we retired approximately $25 million of fully amortized intangible assets. During the third quarter of fiscal year 2025, we also reclassified certain intangible assets as held for sale. See section entitled "Assets and liabilities held for sale" contained in Note 4 – Supplemental Financial Information, for additional information related to this reclassification.

Amortization expense for purchased intangible assets is summarized below (in millions):

	Three Months Ended				~~Nine~~Statements ~~Months Ended~~of				~~Statements of~~
	January 24, 2025		January 26, 2024		January 24, 2025		January 26, 2024		IncomeClassification
	July 25, 2025		July 26, 2024		IncomeClassifications
Developed technology	$	83	$	98	$Cost of revenues	25	$	26	~~Cost of revenues~~
Customer contracts/relationships		53		56	Operating expenses	16		16	~~Operating expenses~~
Other purchased intangibles		—		—		—		1	Operating expenses
Total	$	6	$	14
Total	$	13	$	14	$	41	$	43

As of ~~January~~July 2425, 2025, future amortization expense related to purchased intangible assets is as follows (in millions):

Fiscal Year	Amount
2025 (remainder)	$	6
2026 (remainder)	$	15
2026		21
2027		21
2028		1
Total	$	4937

4. Supplemental Financial Information

Cash and cash equivalents (in millions):

The following table presents cash and cash equivalents as reported in our condensed consolidated balance sheets, as well as the sum of cash, cash equivalents and restricted cash as reported on our condensed consolidated statements of cash flows:

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Cash and cash equivalents	$	12,~~511~~085	$	12,~~903~~742
Restricted cash		76		67
Cash, cash equivalents and restricted cash	$	12,~~518~~091	$	12,~~909~~749

Inventories (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Purchased components	$	~~210~~66	$	~~116~~81
Finished goods		5867		70105
Inventories	$	~~268~~133	$	186

Property and equipment, net (in millions):

	January 24, 2025			April 26, 2024
	July 25, 2025			April 25,2025
Land	$	46		$	46
Buildings and improvements		~~371~~374			~~367~~374
Leasehold improvements		~~101~~106			81103
Computer, production, engineering and other equipment		1,~~160~~194			1,~~101~~172
Computer software		~~326~~331			~~340~~329
Furniture and fixtures		6764			7762
Construction-in-progress		4855			7049
		2,119			2,082
		2,170			2,135
Accumulated depreciation and amortization		(1,~~552~~600	)		(1,~~478~~572	)
Property and equipment, net	$	~~567~~570		$	~~604~~563

During the third quarter of fiscal year 2025, we reclassified certain property and equipment as held for sale. See section entitled “Assets and liabilities held for sale” contained in Note 4 – Supplemental Financial Information, for additional information related to this reclassification.

Other non-current assets (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Deferred tax assets	$	~~1,005~~985	$	~~896~~994
Operating lease right-of-use (ROU) assets		~~242~~244		~~247~~241
Other assets		~~411~~422		~~360~~408
Other assets held for sale		84		—
Other non-current assets	$	1,651	$	1,643
Other non-current assets	$	1,742	$	1,503

Other non-current assets as of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025 include $8993 million and $8592 million, respectively, for our 49% non-controlling equity interest in Lenovo NetApp Technology Limited (LNTL), a China-based entity that we formed with Lenovo (Beijing) Information Technology Ltd. in fiscal 2019. LNTL is integral to our sales channel strategy in China, acting as a distributor of our offerings to customers headquartered there, and involved in certain OEM sales to Lenovo. LNTL is also focused on localizing our products and services, and developing new joint offerings for the China market by leveraging NetApp and Lenovo technologies.

Accrued expenses (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Accrued compensation and benefits	$	~~366~~332	$	~~538~~513
Product warranty liabilities		1917		18
Operating lease liabilities		41		40
Other current liabilities		505		~~417~~551
Other current liabilities held for sale		10		—
Accrued expenses	$	895	$	1,122
Accrued expenses	$	941	$	1,013

Other long-term liabilities (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Liability for uncertain tax positions	$	~~169~~48	$	~~153~~45
Income taxes payable		—		100
Product warranty liabilities		9		9
Operating lease liabilities		~~215~~219		~~220~~216
Other liabilities		~~110~~118		~~103~~109
Other long-term liabilities	$	~~503~~394	$	~~585~~379

Deferred revenue and financed unearned services revenue

The following table summarizes the components of our deferred revenue and financed unearned services revenue balance as reported in our condensed consolidated balance sheets (in millions):

	January 24, 2025		April 26, 2024
Deferred product revenue	$	54	$	59
Deferred services revenue		4,028		4,123
Financed unearned services revenue		40		52
Total	$	4,122	$	4,234
Reported as:
Short-term	$	2,070	$	2,176
Long-term		2,052		2,058
Total	$	4,122	$	4,234


	July 25, 2025		April 25, 2025
Deferred product revenue	$	69	$	66
Deferred services revenue		4,417		4,428
Financed unearned services revenue		40		42
Total	$	4,526	$	4,536

Reported as:

Short-term	$	2,270	$	2,279
Long-term		2,256		2,257
Total	$	4,526	$	4,536

Deferred product revenue represents unrecognized revenue related to undelivered product commitments and other product deliveries that have not met all revenue recognition criteria. Deferred services revenue represents customer payments made in advance for services, which include software and hardware support contracts, certain public cloud services and other services. Financed unearned services revenue represents undelivered services for which cash has been received under certain third-party financing arrangements. See Note 14 – Commitments and Contingencies for additional information related to these arrangements.

During the ~~nine~~three months ended ~~January~~July 2425, 2025 and ~~January~~July 26, 2024, we recognized revenue of $~~1,737~~714 million and $~~1,725~~670 million, respectively, that was included in the deferred revenue and financed unearned services revenue balance at the beginning of the respective periods.

Remaining performance obligations

As of ~~January~~July 2425, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that are unsatisfied or partially unsatisfied was $4.59 billion. Because customer orders are typically placed on an as-needed basis, and cancellable without penalty prior to shipment, orders in backlog may not be a meaningful indicator of future revenue and have not been included in this amount. We expect to recognize as revenue approximately 49% of our remaining performance obligations in the next 12 months and the remainder thereafter.

Deferred commissions

The following table summarizes deferred commissions balances as reported in our condensed consolidated balance sheets (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
Other current assets	$	6665	$	6964
Other non-current assets		~~102~~103		~~100~~104
Total deferred commissions	$	168	$	~~169~~168

12Other (expense) income, net (in millions):

Other income, net (in millions):


	Three Months Ended
	July 25, 2025			July 26, 2024
Interest income	$	36		$	36
Interest expense		(29	)		(16	)
Other, net		(12	)		(3	)
Total other (expense) income, net	$	(5	)	$	17

	Three Months Ended						Nine Months Ended
	January 24, 2025			January 26, 2024			January 24, 2025			January 26, 2024
Interest income	$	20		$	27		$	83		$	80
Interest expense		(12	)		(17	)		(43	)		(48	)
Other, net		—			6			—			3
Total other income, net	$	8		$	16		$	40		$	35

Statements of cash flows additional information (in millions):

Supplemental cash flow information related to our operating leases is included in Note 7 ─ Leases. Non-cash investing activities and other supplemental cash flow information are presented below:

	Nine Months Ended
	January 24, 2025		January 26, 2024
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	10	$	14
Supplemental Cash Flow Information:
Income taxes paid, net of refunds	$	287	$	294
Interest paid	$	53	$	53

Assets and liabilities held for sale


	Three Months Ended
	July 25, 2025		July 26, 2024
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	12	$	13
Supplemental Cash Flow Information:
Income taxes paid, net of refunds	$	11	$	21
Interest paid	$	23	$	23

In January 2025, we and Flexera Software LLC (“Flexera”), entered a definitive agreement for the sale of our cloud optimization and management software business known as Spot by NetApp, which forms part of our Public Cloud reportable segment. Total sale consideration consists of (i) $70 million in up-front cash consideration; and (ii) up to $49 million in cash consideration contingent upon the achievement of certain financial performance metrics during the period from January 1, 2025 through December 31, 2025. We expect to close on the sale in the fourth quarter of fiscal 2025, subject to customary regulatory approvals and other closing conditions being met. Accordingly, as of January 24, 2025, the assets and liabilities to be conveyed to Flexera as part of the sale of the business have been classified as held for sale, presented within other non-current assets and accrued expenses, respectively, on the condensed consolidated balance sheets. We expect that any gain or loss recorded upon the closing of the transaction will be immaterial to the consolidated financial statements. The major classes of assets and liabilities included as part of the disposal group classified as held for sale as of January 24, 2025 are (in millions):

	Amount
Assets:
Property and equipment, net	$	14
Goodwill		36
Purchased intangible assets, net		34
Total Assets		84
Liabilities:
Accrued compensation and benefits		8
Short-term deferred revenue and financed unearned service revenue		2
Total Liabilities	$	10

5. Financial Instruments and Fair Value Measurements

The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value:

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of liabilities and assets, respectively.

Investments

The following is a summary of our investments at their cost or amortized cost as of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025 (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25,2025
U.S. Treasury and government debt securities	$	~~750~~1,239	$	12,~~349~~025
Money market funds		~~780~~1,419		1,~~161~~126
Certificates of deposit		2833		1224
Mutual funds		4448		3841
Total debt and equity securities	$	12,~~602~~739	$	23,~~560~~216

The fair value of our investments approximates their cost or amortized cost for both periods presented. Investments in mutual funds relate to the non-qualified deferred compensation plan offered to certain employees.

~~As of January 24, 2025, all our debt investments are due to mature in one year or less.~~12

As of July 25, 2025, all our debt investments are due to mature in one year or less.

Fair Value of Financial Instruments

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in millions):

	January 24, 2025
	July 25, 2025
				Fair Value Measurements at Reporting Date Using
	Total			Level 1		Level 2
Cash and cash equivalents:
Cash	$	~~703~~633		$	~~703~~633	$	—
Money market funds		~~780~~1,419			~~780~~1,419		—
Certificates of deposit		2833			—		2833
Total cash and cash equivalents		12,~~511~~085			12,~~483~~052		2833
Short-term investments:
U.S. Treasury and government debt securities		~~750~~1,239			~~750~~1,239		—
Total short-term investments		~~750~~1,239			~~750~~1,239		—
Total cash, cash equivalents and short-term investments	$	23,~~261~~324		$	23,~~233~~291	$	2833
Other items:
Mutual funds (1)	$	76		$	76	$	—
Mutual funds (2)	$	3742		$	3742	$	—
Foreign currency exchange contracts assets (1)	$	716		$	—	$	716
Foreign currency exchange contracts liabilities (3)	$	—(4	)	$	—	$	—(4	)

1413

	April 26, 2024
	April 25, 2025
				Fair Value Measurements at Reporting Date Using
	Total			Level 1		Level 2
Cash and cash equivalents:
Cash	$	~~730~~671		$	~~730~~671	$	—
Money market funds		1,~~161~~126			1,~~161~~126		—
Certificates of deposit		1224			—		1224
Total cash and cash equivalents		1,903			1,891		12
U.S. Treasury and government debt securities		921			921		—
Total cash and cash equivalents		2,742			2,718		24
Short-term investments:
U.S. Treasury and government debt securities		1,~~349~~104			1,~~349~~104		—
Total short-term investments		1,~~349~~104			1,~~349~~104		—
Total cash, cash equivalents and short-term investments	$	3,~~252~~846		$	3,~~240~~822	$	1224
Other items:
Mutual funds (1)	$	67		$	67	$	—
Mutual funds (2)	$	3234		$	3234	$	—
Foreign currency exchange contracts assets (1)	$	129		$	—	$	129
Foreign currency exchange contracts liabilities (3)	$	(132	)	$	—	$	(132	)

(1)

Reported as other current assets in the condensed consolidated balance sheets

(2)

Reported as other non-current assets in the condensed consolidated balance sheets

(3)

Reported as accrued expenses in the condensed consolidated balance sheets

Our Level 2 debt instruments are held by a custodian who prices some of the investments using standard inputs in various asset price models or obtains investment prices from third-party pricing providers that incorporate standard inputs in various asset price models. These pricing providers utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. We review Level 2 inputs and fair value for reasonableness and the values may be further validated by comparison to multiple independent pricing sources. In addition, we review third-party pricing provider models, key inputs and assumptions and understand the pricing processes at our third-party providers in determining the overall reasonableness of the fair value of our Level 2 debt instruments. As of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025, we have not made any adjustments to the prices obtained from our third-party pricing providers.

Fair Value of Debt

As of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025, the fair value of our long-term debt, which includes the current portion of long-term debt, was ~~approximately~~ $12,~~877~~443 million and $23,~~209~~143 million, respectively. The fair value of our long-term debt was based on observable market prices in a less active market.

6. Financing Arrangements

Long-Term Debt

The following table summarizes information relating to our long-term debt, which we collectively refer to as our Senior Notes (in millions, except interest rates):

	Effective Interest Rate	~~January~~July 2425, 2025			April 2625, ~~2024~~2025
3.30% Senior Notes Due September 2024	3.42%	$	—		$	400
1.875% Senior Notes Due June 2025	2.03%	$	—		$	750
1.875% Senior Notes Due June 2025	2.03%		750			750
2.375% Senior Notes Due June 2027	2.51%		550			550
2.70% Senior Notes Due June 2030	2.81%		700			700
Total principal amount			2,000			2,400
5.50% Senior Notes Due June 2032	5.71%		625			625
Unamortized discount and issuance costs			(6	)		(8	)
5.70% Senior Notes Due June 2035	5.90%		625			625
Total senior notes			1,994			2,392
Total principal amount			2,500			3,250
Less: Current portion of long-term debt			(750	)		(400	)
Unamortized discount and issuance costs			(15	)		(15	)
Total long-term debt		$	1,244		$	1,992
Total senior notes			2,485			3,235
Less: Current portion of long-term debt			—			(750	)
Total long-term debt		$	2,485		$	2,485

1514

Senior Notes

On ~~September~~June 3023, ~~2024~~2025, upon maturity, we repaid the 31.30875% Senior Notes due ~~September~~June ~~2024~~2025 for an aggregate amount of $~~407~~757 million, comprised of the principal and unpaid interest. ~~Interest on our outstanding Senior Notes is payable semi-annually in June and December.~~

Our Senior Notes, which are unsecured, unsubordinated obligations, rank equally in right of payment with any existing and future senior unsecured indebtedness. Interest on our Senior Notes is payable semi-annually.

We may redeem the Senior Notes in whole or in part, at any time at our option at specified redemption prices. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the Senior Notes under specified terms. The Senior Notes also include covenants that limit our ability to incur debt secured by liens on assets or on shares of stock or indebtedness of our subsidiaries; to engage in certain sale and lease-back transactions; and to consolidate, merge or sell all or substantially all of our assets. As of ~~January~~July 2425, 2025, we were in compliance with all covenants associated with the Senior Notes.

As of ~~January~~July 2425, 2025, our aggregate future principal debt maturities are as follows (in millions):

Fiscal Year	Amount
2025 (remainder)	$	—
2026	$	—
2026		750
2027		—
2028		550
2029		—
Thereafter		700
2030		—
Total	$	2,000
Thereafter		1,950
Total	$	2,500

Commercial Paper Program and Credit Facility

We have a commercial paper program (the “Program”), under which we may issue unsecured commercial paper notes. Amounts available under the Program, as amended in July 2017, may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the Program at any time not to exceed $1.0 billion. The maturities of the notes can vary, but may not exceed 397 days from the date of issue. The notes are sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes. There were no commercial paper notes outstanding as of ~~January~~July 2425, 2025 or April 2625, ~~2024~~2025.

In connection with the Program, we have a senior unsecured credit agreement with a syndicated group of lenders. The credit agreement, which was amended in ~~May~~March ~~2023~~2025, provides for a $1.0 billion revolving unsecured credit facility, with a sublimit of $50 million available for the issuance of letters of credit on our behalf. The credit facility matures on ~~January~~March 225, ~~2026~~2030, with an option for us to extend the maturity date for two additional 1-year periods, subject to certain conditions. The proceeds of the loans may be used by us for general corporate purposes and as liquidity support for our existing commercial paper program. As of ~~January~~July 2425, 2025, we were compliant with all associated covenants in the agreement. No amounts were drawn against this credit facility during any of the periods presented.

7. Leases

We lease real estate, equipment and automobiles in the U.S. and internationally. Our real estate leases, which are responsible for the majority of our aggregate ROU asset and liability balances, include leases for office space, data centers and other facilities, and as of ~~January~~July 2425, 2025, have remaining lease terms not exceeding 1716 years. Some of these leases contain options that allow us to extend or terminate the lease agreement. Our equipment leases are primarily for servers and networking equipment and as of ~~January~~July 2425, 2025, have remaining lease terms not exceeding 4 years. As of ~~January~~July 2425, 2025, our automobile leases have remaining lease terms not exceeding 54 years. All our leases are classified as operating leases except for certain immaterial equipment finance leases.

The components of lease cost related to our operating leases were as follows (in millions):

	Three Months Ended				~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		January 24, 2025		January 26, 2024
	July 25, 2025		July 26, 2024
Operating lease cost	$	13	$	13	$	38	$	41
Variable lease cost		34		34		11		11
Total lease cost	$	1617	$	1617	$	49	$	52

1615

Variable lease cost is primarily attributable to amounts paid to lessors for common area maintenance and utility charges under our real estate leases.

The supplemental cash flow information related to our operating leases is as follows (in millions):

			Nine Months Ended
	Three Months Ended
			January 24, 2025		January 26, 2024
	July 25, 2025		July 26, 2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	12	$	3612	$	38
Right-of-use assets obtained in exchange for new operating lease obligations			$	18	$	15
ROU assets obtained in exchange for new operating lease obligations	$	8	$	3

The supplemental balance sheet information related to our operating leases is as follows (in millions, except lease term and discount rate):

				January 24, 2025			April 26, 2024
	July 25, 2025			April 25, 2025
Other non-current assets	$	244		$	~~242~~241		$	~~247~~
Total operating lease ROU assets	$	244		$	~~242~~241		$	~~247~~
Accrued expenses	$	41		$	4140		$	40
Other long-term liabilities		219			~~215~~216			~~220~~
Total operating lease liabilities	$	260		$	256		$	~~260~~
Weighted Average Remaining Lease Term	8.2 years			8.5 years			~~9.2 years~~
Weighted Average Discount Rate		3.5	%		3.34	%		~~3.1~~	%

Future minimum operating lease payments as of ~~January~~July 2425, 2025, are as follows (in millions):

Fiscal Year	Amount		~~Amount~~
2025 (remainder)			$	13
2026 (remainder)	$	37
2026				47
2027		45
2027				41
2028		39
2028				34
2029		35
2029				29
2030		30
Thereafter		114		~~131~~
Total lease payments		300		~~295~~
Less: Interest		(40	)	~~(39~~	)
Total	$	260	$	~~256~~

8. Stockholders’ Equity

Restricted Stock Units

We granted ~~approximately~~ 3 million restricted stock units (RSUs), including performance-based RSUs (PBRSUs), with a weighted average grant date fair value of $~~126~~103.9699 per share during the ~~nine~~three months ended ~~January~~July 2425, 2025.

In the ~~nine~~three months ended ~~January~~July 2425, 2025, we granted PBRSUs to certain of our executives. Each PBRSU has performance-based vesting criteria (in addition to the service-based vesting criteria) such that the PBRSUs cliff-vest at the end of a three year performance period, which began on the date specified in the grant agreements and typically ends on the last day of the third fiscal year, following the grant date. The number of shares that will be used to calculate the settlement amount for all of these PBRSUs at the end of the applicable performance and service period will range from 0% to 200% of a target number of shares originally granted. For half of the PBRSUs granted in the ~~nine~~three months ended ~~January~~July 2425, 2025, the number of shares used to calculate the settlement amount will depend upon our Total Stockholder Return (TSR) as compared to the TSR of a specified group of benchmark peer companies (each expressed as a growth rate percentage) calculated as of the end of the performance period. For the remaining half of the PBRSUs granted in the ~~nine~~three months ended ~~January~~July 2425, 2025, the number of shares used to calculate the settlement amount will depend upon the Company's billings result average over the three-year performance period. The billings result average is computed based on achievement against annual billings targets, with each target set at the beginning of the respective fiscal year, during the three-year performance period. Billings for purposes of measuring the performance of these PBRSUs means the total obtained by adding net revenues as reported on the Company's Consolidated Statements of Income to the amount reported as the change in deferred revenue

1716

three-year performance period. Billings for purposes of measuring the performance of these PBRSUs means the total obtained by adding net revenues as reported on the Company's Consolidated Statements of Income to the amount reported as the change in deferred revenue and financed unearned services revenue on the Consolidated Statements of Cash Flows for the applicable measurement period, excluding the impact of fluctuations in foreign currency exchange rates. The aggregate grant date fair value of PBRSUs granted in the current year was $6251 million, which is being recognized to compensation expense over the remaining performance / service periods.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the condensed consolidated statements of income as follows (in millions):

	Three Months Ended				~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		January 24, 2025		January 26, 2024
	July 25, 2025		July 26, 2024
Cost of product revenues	$	21	$	21	$	5	$	4
Cost of services revenues		6		5		18		17
Cost of hardware support and other services revenues		6		6
Sales and marketing		4434		3635		~~122~~		~~109~~
Research and development		3625		3231		~~104~~		99
General and administrative		1517		1412		42		40
Total stock-based compensation expense	$	~~103~~83	$	8985	$	~~291~~	$	~~269~~

As of ~~January~~July 2425, 2025, total unrecognized compensation expense related to equity awards was $~~672~~845 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.04 years.

Stock Repurchase Program

In the first quarter of fiscal ~~2025~~2026, our Board of Directors authorized the repurchase of an additional $1.~~0 billion of our common stock. As of January 24, 2025, our Board of Directors has authorized cumulative repurchases of up to $17.~~1 billion of our common stock ~~under our stock repurchase program~~. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time.

The following table summarizes activity related to the stock repurchase program for the ~~nine~~three months ended ~~January~~July 2425, 2025 (in millions, except for per share amounts):

Number of shares repurchased		73.40
Average price per share	$	~~121~~99.4676
Stock repurchases allocated to additional paid-in capital	$	3567
Stock repurchases allocated to retained earnings	$	~~865~~233
Remaining authorization at end of period	$	~~602~~1,152

Since the May 13, 2003 inception of our stock repurchase program through January 24, 2025, we repurchased a total of 379 million shares of our common stock at an average price of $43.59 per share, for an aggregate purchase price of $16.5 billion.

Dividends

The following is a summary of our activities related to dividends on our common stock (in millions, except per share amounts):

	Nine Months Ended
	Three Months Ended
	January 24, 2025		January 26, 2024
	July 25, 2025		July 26, 2024
Dividends per share declared	$	10.5652	$	10.5052
Dividend payments allocated to additional paid-in capital	$	~~130~~104	$	~~171~~35
Dividend payments allocated to retained earnings	$	~~189~~—	$	~~141~~72

On ~~February~~August 2021, 2025, we declared a cash dividend of $0.52 per share of common stock, payable on ~~April~~October 2322, 2025 to holders of record as of the close of business on ~~April~~October 43, 2025. The timing and amount of future dividends will depend on market conditions, corporate business and financial considerations and regulatory requirements. All dividends declared have been determined by us to be legally authorized under the laws of the state in which we are incorporated.

1817

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, are summarized below (in millions):

	ForeignCurrencyTranslationAdjustments			DefinedBenefitObligationAdjustments			UnrealizedGains(Losses) on Available-for-SaleSecurities		UnrealizedGains(Losses) onDerivativeInstruments			Total
Balance as of April 26, 2024	$	(53	)	$	(7	)	$	—	$	1		$	(59	)
Other comprehensive income (loss), net of tax		(7	)		—			1		2			(4	)
Amounts reclassified from AOCI, net of tax		—			—			—		(2	)		(2	)
Total other comprehensive income (loss)		(7	)		—			1		—			(6	)
Balance as of January 24, 2025	$	(60	)	$	(7	)	$	1	$	1		$	(65	)

The amounts reclassified out of AOCI are as follows (in millions):

	Three Months Ended					Nine Months Ended
	January 24, 2025			January 26, 2024		January 24, 2025			January 26, 2024			Statements ofIncome Classification
Realized losses (gains) on cash flow hedges	$	(4	)	$	2	$	(2	)	$	(2	)	Net revenues
Total reclassifications	$	(4	)	$	2	$	(2	)	$	(2	)

9. Derivatives and Hedging Activities

We use derivative instruments to manage exposures to foreign currency risk. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The maximum length of time over which forecasted foreign currency denominated revenues are hedged is 12 months. The program is not designated for trading or speculative purposes. Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet their obligations under the terms of our agreements. We seek to mitigate such risk by limiting our counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. We also have in place master netting arrangements to mitigate the credit risk of our counterparties and to potentially reduce our losses due to counterparty nonperformance. We present our derivative instruments as net amounts in our condensed consolidated balance sheets. The gross and net fair value amounts of such instruments were not material as of ~~January~~July 2425, 2025 or April 2625, ~~2024~~2025. All contracts have a maturity of less than 12 months.

The notional amount of our outstanding U.S. dollar equivalent foreign currency exchange forward contracts consisted of the following (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25, 2025
Cash Flow Hedges
Forward contracts purchased	$	~~109~~119	$	7181
Balance Sheet Contracts
Forward contracts sold	$	~~553~~1,533	$	~~881~~790
Forward contracts purchased	$	12	$	11

The gain (loss) of cash flow hedges recognized in net revenues is presented in the condensed consolidated statements of comprehensive income ~~and Note 8 – Stockholders’ Equity~~.

The effect of derivative instruments not designated as hedging instruments recognized in other (expense) income, net on our condensed consolidated statements of income was as follows (in millions):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

January 24, 2025

January 26, 2024

July 25, 2025

July 26, 2024

Gain (Loss) Recognized into Income

Loss Recognized into Income

Gain Recognized into Income

Foreign currency exchange contracts

~~(36~~18

)

2013

~~(22~~

)

~~(29~~

)

10. Restructuring Charges

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026, ~~management~~we ~~approved~~incurred ~~restructuring~~charges ~~plans~~related to ~~redirect resources to highest return activities and reduce costs, which included~~ a ~~reduction~~restructuring ofplan ~~our~~previously ~~global~~approved ~~workforce~~ by ~~approximately~~management ~~4%. This includes,~~ in the ~~third~~fourth quarter of fiscal 2025, ato ~~plan~~redirect ~~approved~~resources ~~related~~ to the ~~sale~~highest ofreturn ~~our~~activities ~~cloud optimization~~ and ~~management~~reduce ~~software business known as Spot by NetApp, resulting in the elimination of certain roles. Charges related to the plans consisted primarily of employee severance-related~~ costs. The activities under the ~~plans~~plan ~~are~~were ~~expected to be~~ substantially ~~complete~~completed by the end of the first quarter of fiscal ~~2025~~2026.

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, management ~~executed~~approved a restructuring ~~plans~~plan to redirect resources to highest return activities, and toreduce ~~optimize our global office space for our hybrid work model~~costs. In connection with these plans, we reduced our global workforce by approximately 2% and terminated certain real estate leases in various countries, resulting in restructuring charges comprised primarily of employee severance related expenses and lease termination charges. The activities under ~~these~~the ~~plans~~plan were substantially completed by the end of fiscal ~~2024~~2025.

Activities related to our restructuring plans are summarized as follows (in millions):

	Nine Months Ended
	Three Months Ended
	January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Balance at beginning of period	$	1051		$	3610
Net charges		382			4417
Cash payments		(2937	)		(609	)
Balance at end of period	$	1916		$	2018

11. Income Taxes

Our effective tax rates for the periods presented were as follows:

	Nine Months Ended
	Three Months Ended
	January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Effective tax rates		1723.84	%		2117.31	%

Our effective tax rate reflects the impact of a significant amount of earnings being taxed in foreign jurisdictions at rates below the United States (U.S.) statutory rate. Our effective tax rate for the nine months ended January 24, 2025 includes an increase in discrete tax benefits related to stock compensation compared to the corresponding period of the prior year. Our effective tax rate for the nine months ended January 26, 2024 included benefits for fiscal 2024 foreign tax credits resulting from legislative guidance for that period, partially offset by an increase in stock compensation for which no tax benefit is recorded. 18

~~The~~Our ~~Organisation~~effective ~~for~~tax ~~Economic~~rate ~~Co-operation~~reflects ~~and~~the ~~Development~~impact ~~(“OECD”)~~of ~~recently enacted model rules for~~ a ~~new~~significant ~~global~~amount ~~minimum~~of ~~tax~~earnings ~~framework~~being ~~known~~taxed asin ~~Pillar~~foreign ~~Two.~~jurisdictions ~~These~~at ~~rules~~rates ~~have~~below ~~been~~the ~~agreed~~United toStates ~~by most OECD members~~(U.S.) ~~The~~statutory ~~OECD~~rate ~~has~~which ~~since~~is ~~issued~~offset ~~administrative~~by ~~guidance~~non-deductible ~~providing~~stock-based ~~transition~~compensation and ~~safe~~state ~~harbor rules around the implementation of Pillar Two rules. On February 1, 2023, the FASB indicated that they believe~~ taxes ~~imposed under Pillar Two is an alternative minimum tax~~. ~~Accordingly,~~Our ~~deferred~~effective tax ~~assets~~rate ~~and liabilities associated with the minimum tax would not be recognized or adjusted~~ for the ~~estimated~~three ~~future~~months ~~effects~~ended ofJuly ~~the minimum tax but would be recognized in the period incurred. We are currently subject to Pillar Two rules starting in our fiscal year 2025. As of January 24~~25, 2025, ~~Pillar~~includes ~~Two taxes do not have~~ a ~~significant~~decrease ~~impact~~in ondiscrete ~~our~~tax ~~financial~~benefits ~~statements,~~related ~~particularly due~~ to ~~the~~stock-based ~~safe~~compensation ~~harbor~~compared ~~relief~~to ~~during~~ the ~~transition~~corresponding period, ~~but~~of wethe ~~are~~prior ~~still closely monitoring developments~~year.

On July 4, 2025, the reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (OBBB), was signed into law in the United States. The OBBB contains several changes to corporate taxation including the extension of key provisions of the 2017 Tax Cuts and Jobs Act and modifications to the international tax framework. The legislation has multiple effective dates, with certain provisions effective in our fiscal year 2026 and others phased in through our fiscal year 2027. We are still in the process of evaluating the impact of the OBBB on our financial statements, but an estimate of the financial impact has been included in our operating results for the three months ended July 25, 2025. The OBBB did not have a material impact to our income tax provision for the three months ended July 25, 2025.

We are currently subject to Pillar Two rules relating to a global minimum tax enacted by The Organisation for Economic Co-operation and Development (OECD). As of July 25, 2025, Pillar Two taxes do not have a significant impact on our financial statements, particularly due to the safe harbor relief during the transition period, but we are still closely monitoring developments.

We are currently undergoing various income tax audits in the U.S. and audits in several foreign tax jurisdictions. Transfer pricing calculations are key topics under these audits and are often subject to dispute and appeals.

We continue to monitor the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. We engage in continuous discussion and negotiation with taxing authorities regarding tax matters in multiple jurisdictions. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude, certain statutes of limitations will lapse, or both. As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

20As of July 25, 2025, we had $69 million of gross unrecognized tax benefits. Inclusive of penalties, interest and certain income tax benefits, $48 million of net unrecognized tax benefits would affect our provision for income taxes if recognized and have been recorded in other long-term liabilities.

As of January 24, 2025, we had $228 million of gross unrecognized tax benefits. Inclusive of penalties, interest and certain income tax benefits, $169 million would affect our provision for income taxes if recognized. Net unrecognized tax benefits of $169 million have been recorded in other long-term liabilities.

12. Net Income per Share

The following is a calculation of basic and diluted net income per share (in millions, except per share amounts):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

January 24, 2025

January 26, 2024

July 25, 2025

July 26, 2024

Numerator:

Net income

~~299~~233

~~313~~248

~~846~~

~~695~~

Denominator:

Shares used in basic computation

~~204~~201

206

~~205~~

~~209~~

Dilutive impact of employee equity award plans

Shares used in diluted computation

~~208~~203

~~211~~212

~~210~~

~~213~~

Net Income per Share:

Basic

1.4716

1.5220

~~4.13~~

~~3.33~~

Diluted

1.4415

1.4817

~~4.03~~

~~3.26~~

The following table presents the numbers of potential shares of common stock from outstanding employee equity awards that have been excluded from the computation of diluted net income per share, as their inclusion would have had an anti-dilutive effect, for the periods presented (in millions):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

January 24, 2025

January 26, 2024

July 25, 2025

July 26, 2024

Employee equity award plans

—

—1

—

13. Segment, Geographic, and Significant Customer Information

Our operations are organized into two segments: Hybrid Cloud and Public Cloud. The two segments are based on the information reviewed by our Chief Operating Decision Maker (CODM), who is the Chief Executive Officer, to evaluate results and allocate resources. The CODM measures performance of each segment based on segment revenue and segment gross profit by comparing actual revenue and gross profit results to historical results and previously forecasted financial information. We do not allocate to our segments certain cost of revenues which we manage at the corporate level. These unallocated costs include stock-based compensation and amortization of intangible assets. We do not allocate assets to our segments.

Hybrid Cloud offers a unified data storage portfolio of storage management and infrastructure solutions that ~~help~~helps customers modernize their data centers. This portfolio ~~supports~~accommodates both structured and unstructured data with unified storage optimized for flash, disk, and cloud storage, tocapable ~~handle~~of handling data-intensive workloads and applications. Hybrid Cloud isincludes ~~composed of~~ software, hardware, and related support, asalong ~~well~~with as professional and other services.

Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage, data services, and ~~CloudOps~~operational services. Public Cloud includes certain reseller arrangements in which the timing of our consideration follows the end user consumption of the reseller services.

Segment Revenues and Gross Profit

Financial information by segment is as follows (in millions, except percentages):


	Three Months Ended July 25, 2025

	Hybrid Cloud			Public Cloud			Total
Product revenues	$	654		$	—		$	654
Support revenues		647			—			647
Professional and other services revenues		97			—			97
Public cloud revenues		—			161			161
Net revenues		1,398			161			1,559
Cost of product revenues		301			—			301
Cost of support revenues		50			—			50
Cost of professional and other services revenues		68			—			68
Cost of public cloud revenues		—			32			32
Segment cost of revenues		419			32			451
Segment gross profit	$	979		$	129		$	1,108
Segment gross margin		70.0	%		80.1	%		71.1	%
Unallocated cost of revenues1								10
Total gross profit							$	1,098
Total gross margin								70.4	%
1 Unallocated cost of revenues are composed of $7 million of stock-based compensation expense and $3 million of amortization of intangible assets.

	Three Months Ended January 24, 2025
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	758		$	—		$	758
Support revenues		621			—			621
Professional and other services revenues		88			—			88
Public cloud revenues		—			174			174
Net revenues		1,467			174			1,641
Cost of product revenues		328			—			328
Cost of support revenues		48			—			48
Cost of professional and other services revenues		63			—			63
Cost of public cloud revenues		—			41			41
Segment cost of revenues		439			41			480
Segment gross profit	$	1,028		$	133		$	1,161
Segment gross margin		70.1	%		76.4	%		70.7	%
Unallocated cost of revenues1								16
Total gross profit							$	1,145
Total gross margin								69.8	%
1 Unallocated cost of revenues are composed of $8 million of stock-based compensation expense and $8 million of amortization of intangible assets.

	Three Months Ended January 26, 2024
	Three Months Ended July 26, 2024
	Hybrid Cloud			Public Cloud			~~Consolidated~~Total
Product revenues	$	~~747~~669		$	—		$	~~747~~669
Support revenues		631			—			631
Professional and other services revenues		7782			—			7782
Public cloud revenues		—			~~151~~159			~~151~~159
Net revenues		1,~~455~~382			~~151~~159			1,~~606~~541
Cost of product revenues		~~280~~268			—			~~280~~268
Cost of support revenues		4950			—			4950
Cost of professional and other services revenues		5864			—			5864
Cost of public cloud revenues		—			5246			5246
Segment cost of revenues		~~387~~382			5246			~~439~~428
Segment gross profit	$	1,~~068~~000		$	99113		$	1,~~167~~113
Segment gross margin		7372.4	%		6571.61	%		72.72	%
Unallocated cost of revenues1								1615
Total gross profit							$	1,~~151~~098
Total gross margin								71.73	%
1 Unallocated cost of revenues are composed of $7 million of stock-based compensation expense and $9 million of amortization of intangible assets.
1 Unallocated cost of revenues are composed of $7 million of stock-based compensation expense and $8 million of amortization of intangible assets.

	Nine Months Ended January 24, 2025
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	2,195		$	—		$	2,195
Support revenues		1,887			—			1,887
Professional and other services revenues		257			—			257
Public cloud revenues		—			501			501
Net revenues		4,339			501			4,840
Cost of product revenues		901			—			901
Cost of support revenues		149			—			149
Cost of professional and other services revenues		191			—			191
Cost of public cloud revenues		—			131			131
Segment cost of revenues		1,241			131			1,372
Segment gross profit	$	3,098		$	370		$	3,468
Segment gross margin		71.4	%		73.9	%		71.7	%
Unallocated cost of revenues1								48
Total gross profit							$	3,420
Total gross margin								70.7	%
1 Unallocated cost of revenues are composed of $23 million of stock-based compensation expense and $25 million of amortization of intangible assets.

	Nine Months Ended January 26, 2024
	Hybrid Cloud			Public Cloud			Consolidated
Product revenues	$	2,043		$	—		$	2,043
Support revenues		1,865			—			1,865
Professional and other services revenues		233			—			233
Public cloud revenues		—			459			459
Net revenues		4,141			459			4,600
Cost of product revenues		819			—			819
Cost of support revenues		146			—			146
Cost of professional and other services revenues		176			—			176
Cost of public cloud revenues		—			155			155
Segment cost of revenues		1,141			155			1,296
Segment gross profit	$	3,000		$	304		$	3,304
Segment gross margin		72.4	%		66.2	%		71.8	%
Unallocated cost of revenues1								47
Total gross profit							$	3,257
Total gross margin								70.8	%
1 Unallocated cost of revenues are composed of $21 million of stock-based compensation expense and $26 million of amortization of intangible assets.

Geographical Revenues and Certain Assets

Revenues summarized by geographic region are as follows (in millions):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

January 24, 2025

January 26, 2024

July 25, 2025

July 26, 2024

United States, Canada and Latin America (Americas)

~~833~~791

~~802~~763

~~2,458~~

~~2,345~~

Europe, Middle East and Africa (EMEA)

~~559~~503

~~567~~513

~~1,615~~

~~1,538~~

Asia Pacific (APAC)

~~249~~265

~~237~~265

~~767~~

~~717~~

Net revenues

1,~~641~~559

1,~~606~~541

~~4,840~~

~~4,600~~

Americas revenues consist of sales to Americas commercial and U.S. public sector markets. Sales to customers inside the U.S. were $~~768~~746 million and $~~744~~699 million during the three months ended ~~January~~July 2425, 2025 and ~~January~~July 26, 2024, respectively~~, and were $2,273 million and $2,172 million during the nine months ended January 24, 2025 and January 26, 2024, respectively~~.

The majority of our assets, excluding cash, cash equivalents, short-term investments and accounts receivable, were attributable to our domestic operations. The following table presents cash, cash equivalents and short-term investments held in the U.S. and internationally in various foreign subsidiaries (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25, 2025
U.S.	$	~~230~~514	$	1,~~142~~320
International		2,~~031~~810		2,~~110~~526
Total	$	23,~~261~~324	$	3,~~252~~846

With the exception of property and equipment, we do not identify or allocate our long-lived assets by geographic area. The following table presents property and equipment information for geographic areas based on the physical location of the assets (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25, 2025
U.S.	$	~~348~~346	$	~~378~~344
International		~~219~~224		~~226~~219
Total	$	~~567~~570	$	~~604~~563

Significant Customers

2321

The following customers, each of which is a distributor, accounted for 10% or more of our net revenues:

	Three Months Ended						~~Nine Months Ended~~
	January 24, 2025			January 26, 2024			January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Arrow Electronics, Inc.		2023	%		2123	%		21	%		22	%
TD Synnex Corporation		2621	%		2122	%		24	%		21	%

The following customers accounted for 10% or more of accounts receivable as of at least one of the dates presented:

	January 24, 2025			April 26, 2024
	July 25, 2025			April 25, 2025
Arrow Electronics, Inc.		6	%		10	%
TD Synnex Corporation		2715	%		2627	%

14. Commitments and Contingencies

Purchase Orders and Other Commitments

In the ordinary course of business, we make commitments to third-party contract manufacturers and component suppliers to manage manufacturer lead times and meet product forecasts, and to other parties, to purchase various key components used in the manufacture of our products. A significant portion of our reported purchase commitments arising from these agreements consist of firm, non-cancelable, and unconditional commitments. As of ~~January~~July 2425, 2025, we had ~~approximately~~ $0.57 billion in non-cancelable purchase commitments for inventory. We record a liability for firm, non-cancelable and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. As of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025, such liability amounted to $1724 million and $2022 million, respectively, and is included in accrued expenses in our condensed consolidated balance sheets. To the extent that such forecasts are not achieved, our commitments and associated accruals may change.

In addition to inventory commitments with contract manufacturers and component suppliers, we have open purchase orders and contractual obligations associated with our ordinary course of business for which we have not yet received goods or services. As of ~~January~~July 2425, 2025, we had ~~approximately~~ $0.6 billion in other purchase obligations.

Financing Guarantees

While most of our arrangements for sales include short-term payment terms, from time to time we provide long-term financing to creditworthy customers. We have generally sold receivables financed through these arrangements on a non-recourse basis to third party financing institutions within 10 days of the contracts’ dates of execution~~, and we classify the proceeds from these sales as cash flows from operating activities in our condensed consolidated statements of cash flows~~. We account for the sales of these receivables as “true sales” as defined in the accounting standards on transfers of financial assets, as we are considered to have surrendered control of these financing receivables. Provided all other revenue recognition criteria have been met, we recognize product revenues for these arrangements, net of any payment discounts from financing transactions, upon product acceptance. We sold $4210 million and $5819 million of receivables during the ~~nine~~three months ended ~~January~~July 2425, 2025 and ~~January~~July 26, 2024, respectively.

In addition, we enter into arrangements with leasing companies for the sale of our hardware systems products. These leasing companies, in turn, lease our products to end-users. The leasing companies generally have no recourse to us in the event of default by the end-user ~~and we recognize revenue upon delivery to the end-user customer, if all other revenue recognition criteria have been met~~.

Some of the leasing arrangements described above have been financed on a recourse basis through third-party financing institutions. Under the terms of recourse leases, which are generally three years or less, we remain liable for the aggregate unpaid remaining lease payments to the third-party leasing companies in the event of end-user customer default. These arrangements are generally collateralized by a security interest in the underlying assets. Where we provide a guarantee for recourse leases and collectability is probable, we account for these transactions as sales type leases. If collectability is not probable, the cash received is recorded as a deposit liability and revenue is deferred until the arrangement is deemed collectible. For leases that we are not a party to, other than providing recourse, we recognize revenue when control is transferred. As of ~~January~~July 2425, 2025 and April 2625, ~~2024~~2025, the aggregate amount by which such contingencies exceeded the associated liabilities was not significant. To date, we have not experienced significant losses under our lease financing programs or other financing arrangements.

We have entered into service contracts with certain of our end-user customers that are supported by third-party financing arrangements. If a service contract is terminated as a result of our non-performance under the contract or our failure to comply with the terms of the financing arrangement, we could, under certain circumstances, be required to acquire certain assets related to the service contract or to pay the aggregate unpaid financing payments under such arrangements. As of July 25, 2025, we have not been required to make any payments under these arrangements, and we believe the likelihood of having to acquire a material amount of assets or make material payments under these arrangements is remote.

service contract or to pay the aggregate unpaid financing payments under such arrangements. As of January 24, 2025, we have not been required to make any payments under these arrangements, and we believe the likelihood of having to acquire a material amount of assets or make material payments under these arrangements is remote. The portion of the financial arrangement that represents unearned services revenue is included in deferred revenue and financed unearned services revenue in our condensed consolidated balance sheets.

Legal Contingencies

When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency.

meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency.

We are subject to various legal proceedings and claims that arise in the normal course of business. We may, from time to time, receive claims that we are infringing third parties’ intellectual property rights, including claims for alleged patent infringement brought by non-practicing entities. We are currently involved in patent litigation brought by non-practicing entities and other third parties. We believe we have strong arguments that our products do not infringe and/or the asserted patents are invalid, and we intend to vigorously defend against the plaintiffs’ claims. However, there is no guarantee that we will prevail at trial and if a jury were to find that our products infringe, we could be required to pay significant monetary damages, and may cause product shipment delays or stoppages, require us to redesign our products, or require us to enter into royalty or licensing agreements.

Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include significant monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, cash flows and overall trends. No material accrual has been recorded as of ~~January~~July 2425, 2025 related to such matters.

2523

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the actual results of NetApp, Inc. ("NetApp," “we,” “us,” "our," or the “Company”) may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended April 2625, ~~2024~~2025 ("~~2024~~2025 Annual Report on Form 10-K"), including under the heading “Risk Factors” and discussed in this Form 10-Q under the heading “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with our consolidated financial statements as of and for the fiscal year ended April 2625, ~~2024~~2025, and the notes thereto, contained in our ~~2024~~2025 Annual Report on Form 10-K, and the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

2624

Overview

Our Company

NetApp helps customers make their data infrastructure more seamless, more dynamic, and higher performing. We were incorporated in 1992, ~~and~~ are headquartered in San Jose, California., ~~Building~~and onprovide ~~over~~a ~~three~~full ~~decades~~range of ~~innovation,~~enterprise-class ~~we combine unified data storage~~software, ~~integrated~~systems ~~data~~and services, ~~and~~that ~~CloudOps~~customers ~~solutions~~use to ~~make~~transform their data ~~infrastructure~~infrastructures ~~intelligent.~~across ~~Our~~data ~~broad portfolio addresses customer priorities: modernizing legacy infrastructure~~types, ~~improving resiliency against ransomware attacks~~workloads, and ~~building~~environments ~~scalable,~~to ~~high-performance~~realize ~~data~~business ~~pipelines for artificial intelligence (AI) workloads~~possibilities.

~~With~~We ~~NetApp, customers can better~~ leverage ~~their~~over ~~data~~thirty toyears ~~accelerate~~of innovation, ~~improve~~to ~~operations,~~make ~~and~~data ~~drive~~infrastructure ~~competitive advantage~~intelligent. Our unified data storage ~~delivers~~solutions ~~flexibility~~deliver toflexible, ~~our customers~~simplified, ~~enabling them to simply~~ and ~~consistently~~silo-free ~~store~~infrastructure. ~~any~~Our active data ~~type~~management ~~and~~capabilities ~~power~~focus ~~any~~on ~~workload.~~security, Ascompliance, ~~the~~and ~~only~~sustainability, ~~enterprise-grade~~while ~~storage~~our ~~service~~adaptive ~~natively~~operations ~~embedded~~enhance inperformance, ~~the~~efficiency, ~~world’s~~and ~~largest~~productivity. ~~clouds,~~Our weextensive ~~power~~portfolio ~~data~~integrates ~~across~~hybrid ~~AWS,~~and ~~Microsoft~~multi-cloud ~~Azure~~environments, ~~and~~addressing ~~Google~~key ~~Cloud.~~customer ~~Our~~priorities ~~integrated~~such ~~data~~as ~~services~~modernizing ~~enable~~legacy ~~active~~systems, ~~data~~enhancing ~~management,~~resilience ~~security,~~against ~~protection~~ransomware, ~~governance,~~ and ~~sustainability.~~developing ~~Finally~~scalable, ~~our~~high-performance ~~CloudOps~~data ~~solutions~~pipelines ~~enable~~for ~~adaptive~~artificial ~~operations~~intelligence ~~across~~(AI) ~~infrastructure, applications, and teams~~workloads.

NetApp empowers customers to harness their data for accelerated innovation, improved operations, and competitive advantage. Our unified data storage solutions provide the flexibility to consistently and easily store any data type and support any workload. As the only enterprise-grade storage service natively embedded in the world’s largest clouds, we power data across Amazon AWS, Microsoft Azure, and Google Cloud. Our integrated data services enable active data management, security, protection, governance, and sustainability. Additionally, our operational services support adaptive operations across infrastructure, applications, and teams. Together with our Hybrid Cloud products, these services enable customers to construct a seamless, intelligent data infrastructure across hybrid multi-cloud environments.

Our operations are organized into two segments: Hybrid Cloud and Public Cloud.

Hybrid Cloud offers a unified data storage portfolio of storage management and infrastructure solutions that ~~help~~helps customers modernize their data centers. Our Hybrid Cloud portfolio ~~supports~~accommodates both structured and unstructured data with unified storage optimized for flash, disk, and cloud storage, tocapable ~~handle~~of handling data-intensive workloads and applications. Hybrid Cloud isincludes ~~composed of~~ software, hardware, and related support, asalong ~~well~~with as professional and other services.

Public Cloud offers a portfolio of products delivered primarily as-a-service, including related support. This portfolio includes cloud storage, data services, and ~~CloudOps~~operational services. These ~~solutions and~~ services are generally available on the leading public clouds, including Amazon AWS, Microsoft Azure, and Google Cloud ~~Platform~~.

Stock Repurchase and Dividend Activity

During the first ~~nine~~three months of fiscal ~~2025~~2026, we repurchased ~~approximately 7~~3.40 million shares of our common stock at an average price of $~~121~~99.4676 per share, for an aggregate purchase price of $~~900~~300 million. We also declared aggregate cash dividends of $10.5652 per share in that period, for which we paid $~~319~~104 million.

~~Restructuring~~Senior ~~Events~~Notes Repayment

InOn ~~the~~June ~~first~~23, ~~nine~~2025, ~~months~~upon ~~of fiscal 2025~~maturity, we ~~approved~~repaid ~~restructuring~~the ~~plans to redirect resources to highest return activities and reduce costs~~1.875% ~~Aggregate~~Senior ~~charges~~Notes ~~recorded~~due ~~from~~June ~~the~~2025 ~~restructuring~~for ~~plans~~an ~~during~~aggregate ~~the~~amount ~~third~~of ~~quarter~~$757 ~~and~~million, ~~first~~comprised ~~nine months~~ of ~~fiscal~~the ~~2025~~principal ~~totaled $9 million~~ and ~~$38~~unpaid ~~million, respectively~~interest.

Results of Operations

Our fiscal year is reported as a 52- or 53-week year that ends on the last Friday in April. Fiscal years ~~2025~~2026 and ~~2024~~2025, ending on April 2524, ~~2025~~2026 and April 2625, ~~2024~~2025, respectively, are each 52-week years, with 13 weeks in each of their quarters. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in April and the associated quarters, months and periods of those fiscal years.

2725

The following table sets forth certain condensed consolidated statements of income data as a percentage of net revenues for the periods indicated:

	Three Months Ended						~~Nine Months Ended~~
	January 24, 2025			January 26, 2024			January 24, 2025			January 26, 2024
	July 25, 2025			July 26, 2024
Net revenues:
Revenues:
Product		4642	%		4743	%		45	%		44	%
Services		5458			5357			55			56
Net revenues		100			100			~~100~~			~~100~~
Cost of revenues:
Cost of product		2019			1817			19			18
Cost of services		10			11			11			11
Gross profit		70			7271			71			71
Operating expenses:
Sales and marketing		2730			2731			29			30
Research and development		1516			16			16			16
General and administrative		5			5			5			5
Restructuring charges		1—			1			1			1
Acquisition-related expense		—			—			—			—
Total operating expenses		4851			4953			50			52
Income from operations		2220			2318			20			18
Other income, net		—			1			1			1
Income before income taxes		2319			2419			21			19
Provision for income taxes		45			43			4			4
Net income		1815	%		1916	%		17	%		15	%

Percentages may not add due to rounding

Discussion and Analysis of Results of Operations

Net Revenues (in millions, except percentages):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

% Change

January 24, 2025

January 26, 2024

% Change

July 25, 2025

July 26, 2024

% Change

Net revenues

1,~~641~~559

1,~~606~~541

~~4,840~~

~~4,600~~

The increase in net revenues for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year was due to an increase in ~~both~~services ~~product~~ revenues, ~~and~~partially ~~services~~offset by a decrease in product revenues. Product revenues as a percentage of net revenues decreased by one percentage point ~~during~~in the ~~three~~first ~~months~~quarter ~~ended~~of ~~January~~fiscal ~~24,~~2026 compared to the corresponding period of fiscal 2025. ~~and~~Fluctuations ~~increased~~in foreign currency exchange rates favorably impacted net revenues percent growth by approximately one percentage point ~~during~~in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~January~~fiscal 242026, ~~2025, as~~ compared to the corresponding ~~periods~~period of fiscal ~~2024~~2025.

Product Revenues (in millions, except percentages):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

% Change

January 24, 2025

January 26, 2024

% Change

July 25, 2025

July 26, 2024

% Change

Product revenues

~~758~~654

~~747~~669

1(2

~~2,195~~

~~2,043~~

Hybrid Cloud

InProduct ~~prior~~revenues ~~periods,~~are wederived ~~presented~~through the ~~hardware~~sale ~~and software components~~ of our ~~GAAP~~Hybrid ~~product~~Cloud ~~revenues~~solutions ~~to illustrate the significance~~ and ~~value~~consist of ~~the~~sales ~~Company’s~~of ~~software. Because our revenue recognition policy under GAAP defines a~~ configured ~~storage~~all-flash ~~system,~~array ~~inclusive~~systems of(including ~~the~~All-Flash ~~operating~~FAS ~~system~~A-Series ~~software essential to its functionality, as a single performance obligation, hardware~~ and ~~software~~All-Flash ~~components~~FAS ~~of our product revenues are considered non~~C-~~GAAP~~Series ~~measures.~~with ~~Effective~~capacity inflash) ~~fiscal~~and ~~2025~~hybrid systems, wewhich are nobundled ~~longer presenting the non-GAAP~~ hardware and software ~~components of our product revenues~~products, as ~~management~~well noas ~~longer~~add-on ~~considers~~flash, ~~them~~disk toand/or behybrid ~~key~~storage ~~financial~~and ~~measures.~~related ~~The Company’s current strategy is expected to deliver investor value through growth in total revenues~~OS, ~~including product revenues~~StorageGrid, ~~while~~OEM ~~maintaining operational discipline to drive earnings leverage. While software continues to be the primary value driver of our~~ products, ~~NetApp~~and ~~is primarily focused~~ add-on ~~driving~~optional ~~growth in total product revenues, through the sale of configured storage~~ software.

28Total product revenues decreased in the first quarter of fiscal 2026 compared to the corresponding period of the prior year primarily due to lower sales of hybrid systems, partially offset by higher sales of all-flash array systems and the favorable impact from foreign exchange rate fluctuations.

systems comprised of both hardware and software, with less focus on the pricing of each component. Additionally, the Company is considering potential opportunities to simplify pricing for certain products in the future, which may eliminate the existence of separate prices for hardware and software components and/or impact our ability to allocate between them.26

Product revenues are derived through the sale of our Hybrid Cloud solutions and consist of sales of configured all-flash array systems (including All-Flash FAS A-Series and All-Flash FAS C-Series with capacity flash) and hybrid systems, which are bundled hardware and software products, as well as add-on flash, disk and/or hybrid storage and related OS, StorageGrid, OEM products, NetApp HCI and add-on optional software.

Total product revenues increased in the third quarter and first nine months of fiscal 2025 compared to the corresponding periods of the prior year due to higher sales of C-Series all-flash array systems.

Services Revenues (in millions, except percentages):

	Three Months Ended							~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025		July 26, 2024		% Change
Services revenues	$	~~883~~905	$	~~859~~872		34	%	$	~~2,645~~	$	~~2,557~~		3	%
Support		~~621~~647		631		(23	)%		~~1,887~~		~~1,865~~		1	%
Professional and other services		8897		7782		1418	%		~~257~~		~~233~~		10	%
Public cloud		~~174~~161		~~151~~159		151	%		~~501~~		~~459~~		9	%

Hybrid Cloud

Hybrid Cloud services revenues are derived from the sale of: (1) support, which includes both hardware and software support contracts (the latter of which entitle customers to receive unspecified product upgrades and enhancements, bug fixes and patch releases), and (2) professional and other services, which include customer education and training.

Support revenues ~~decreased~~increased marginally in the ~~third~~first quarter of fiscal ~~2025~~2026 ~~and~~compared ~~increased~~to ~~marginally in~~ the ~~first~~corresponding ~~nine~~period ~~months~~ of ~~fiscal~~the ~~2025~~prior year, ~~compared~~partly due to the ~~corresponding~~favorable ~~periods~~impact offrom ~~the~~foreign ~~prior~~exchange ~~year.~~rate fluctuations.

Professional and other services revenues increased ~~by $11 million and $24 million~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 ~~respectively,~~ compared to the corresponding ~~periods~~period of the prior year primarily due to an increase in revenues from our Keystone storage-as-a-service offering.

Public Cloud

Public Cloud revenues are derived from the sale of public cloud offerings delivered primarily as-a-service, which include cloud storage, data services and ~~CloudOps~~operational services.

Public Cloud revenues increased marginally in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year, due to higher customer demand, driven by NetApp’s diversified cloud offerings and an overall growth in the cloud market, partially offset by the loss of revenue from our Spot by NetApp business which we sold in the fourth quarter of fiscal 2025.

Cost of Revenues

Our cost of revenues consists of:

(1) cost of product revenues, composed of (a) cost of Hybrid Cloud product revenues, which includes the costs of manufacturing and shipping our products, inventory write-downs, and warranty costs, and (b) unallocated cost of product revenues, which includes stock-based compensation;, and;

(2) cost of services revenues, composed of (a) cost of support revenues, which includes the costs of providing support activities for hardware and software support, global support partnership programs, and third party royalty costs, (b) cost of professional and other services revenues, (c) cost of public cloud revenues, constituting the cost of providing our Public Cloud offerings, which includes depreciation and amortization expense and third party datacenter fees, and (d) unallocated cost of services revenues, which includes stock-based compensation and amortization of intangibles.

Cost of Product Revenues (in millions, except percentages):

	Three Months Ended							~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025		July 26, 2024		% Change
Cost of product revenues	$	~~330~~302	$	~~282~~269		1712	%	$	~~906~~	$	~~823~~		10	%
Hybrid Cloud		~~328~~301		~~280~~268		1712	%		~~901~~		~~819~~		10	%
Unallocated		21		21		—	%		5		4		25	%

Hybrid Cloud

Cost of Hybrid Cloud product revenues represented ~~approximately 43~~46% ~~and 41%~~ of product revenues for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026, ~~respectively,~~ compared to ~~37% and~~ 40%, ~~respectively,~~ for the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year. Materials costs represented 89% of cost of Hybrid Cloud product revenues for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026, compared to ~~89% and~~ 88%, ~~respectively,~~ for the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year.

Materials costs increased by $4230 million ~~and $80 million, respectively,~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year.

Hybrid Cloud product gross margins decreased by ~~approximately~~ six percentage points ~~and one percentage point~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year primarily due to higher component ~~and freight~~ costs.

~~Unallocated~~27

Unallocated cost of product revenues were relatively flat in the third quarter and first nine months of fiscal 2025 compared to the corresponding periods of the prior year.

Cost of Services Revenues (in millions, except percentages):

	Three Months Ended							~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025		July 26, 2024		% Change
Cost of services revenues	$	~~166~~159	$	~~173~~174		(49	)%	$	~~514~~	$	~~520~~		(1	)%
Support		4850		4950		(2—	)%		~~149~~		~~146~~		2	%
Professional and other services		6368		5864		96	%		~~191~~		~~176~~		9	%
Public cloud		4132		5246		(2130	)%		~~131~~		~~155~~		~~(15~~	)%
Unallocated		149		14		—(36	)%		43		43		—	%

Hybrid Cloud

Cost of Hybrid Cloud services revenues, which are composed of the costs of support and professional and other services, increased in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year. Cost of Hybrid Cloud services revenues represented ~~approximately~~ 16% of Hybrid Cloud services revenues for both the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 ~~compared~~and ~~to 15% for~~ the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year.

Hybrid Cloud support gross margins were relatively flat in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year. Hybrid Cloud professional and other services gross margins increased by ~~approximately~~eight ~~four~~ percentage points ~~and one percentage point, respectively,~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year due primarily to the mix of services provided.

Public Cloud

Cost of Public Cloud revenues decreased ~~in each the third quarter~~ and ~~first nine months of fiscal 2025. Public Cloud~~ gross margins increased by ~~eleven~~nine percentage points ~~and eight percentage points, respectively,~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year. The decrease in cost of Public Cloud revenues and improved gross margins was due to cost optimization that included a decrease in fixed assets depreciation, and the mix of offerings provided which was impacted by the sale of our Spot by NetApp business in the fourth quarter of fiscal 2025.

Unallocated

30Unallocated cost of services revenues decreased in the first quarter of fiscal 2026 compared to the corresponding period of the prior year, due to lower intangible asset amortization expense from the derecognition of certain intangible assets as a result of the sale of our Spot by NetApp business during the fourth quarter of fiscal 2025.

Unallocated cost of services revenues were relatively flat in the third quarter and first nine months of fiscal 2025 compared to the corresponding periods of the prior year.

Operating Expenses

Sales and Marketing, Research and Development and General and Administrative Expenses

Sales and marketing, research and development, and general and administrative expenses for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 totaled $~~772~~787 million, or 4750% of net revenues, ~~and $2,389 million, or 49% of net revenues, respectively,~~ reflecting a decrease of ~~one and~~ two percentage points, ~~respectively,~~ compared to the corresponding ~~periods~~period of ~~fiscal~~the ~~2024~~prior year, primarily due to the increase in net revenues.

Compensation costs represent the largest component of ~~sales~~operating ~~and marketing, research and development and general and administrative~~ expenses. Included in compensation costs are salaries, benefits, other compensation-related costs, stock-based compensation expense and employee incentive compensation plan costs.

Total compensation costs included in sales and marketing, research and development and general and administrative expenses in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 were relatively flat compared to the corresponding ~~periods~~period of the prior year, despite the unfavorable impact from fluctuations in foreign currency exchange rates.

Sales and Marketing (in millions, except percentages):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

% Change

January 24, 2025

January 26, 2024

% Change

July 25, 2025

July 26, 2024

% Change

Sales and marketing expenses

~~451~~461

~~439~~471

3(2

~~1,407~~

~~1,368~~

Sales and marketing expenses consist primarily of compensation costs, commissions, outside services, facilities and IT support costs, advertising and marketing promotional expense and travel and entertainment expense.

The ~~increase~~decrease in sales and marketing expenses in the ~~third~~first quarter of fiscal ~~2025~~2026 compared to the corresponding period of the prior year ~~were~~was primarily due to ~~higher~~lower compensation costs and ~~higher~~lower spend on outside services.

The increase in sales and marketing expenses in the first nine months of fiscal 2025 compared to the corresponding period of the prior year were primarily due to an increase in sales commissions expenses.28

Research and Development (in millions, except percentages):

Three Months Ended

~~Nine Months Ended~~

January 24, 2025

January 26, 2024

% Change

January 24, 2025

January 26, 2024

% Change

July 25, 2025

July 26, 2024

% Change

Research and development expenses

~~247~~242

~~249~~252

(14

~~756~~

~~758~~

—

Research and development expenses consist primarily of compensation costs, facilities and IT support costs, depreciation, equipment and software related costs, prototypes, non-recurring engineering charges and other outside services costs.

Research and development expenses ~~remained~~decreased ~~relatively flat~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year, primarily attributable to lower compensation costs.

General and Administrative (in millions, except percentages):

	Three Months Ended							~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025		July 26, 2024		% Change
General and administrative expenses	$	7484	$	8175		(912	)%	$	~~226~~	$	~~230~~		(2	)%

General and administrative expenses consist primarily of compensation costs, professional and corporate legal fees, outside services and facilities and IT support costs.

General and administrative expenses ~~decreased~~increased in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 compared to the corresponding ~~periods~~period of the prior year, primarily attributable to ~~lower~~higher ~~spend~~compensation ~~on certain business transformation projects~~costs.

Restructuring Charges (in millions, except percentages):

	Three Months Ended							~~Nine Months Ended~~
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025		July 26, 2024		% Change
Restructuring charges	$	92	$	1317		(3188	)%	$	38	$	44		~~(14~~	)%

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026, ~~management~~we ~~approved~~incurred ~~restructuring~~charges ~~plans~~related to ~~redirect resources to highest return activities and reduce costs, which included~~ a ~~reduction~~restructuring ofplan ~~our~~previously ~~global~~approved ~~workforce~~ by ~~approximately~~management ~~4%. This includes,~~ in the ~~third~~fourth quarter of fiscal 2025, ato ~~plan~~redirect ~~approved~~resources ~~related~~ to the ~~anticipated~~highest ~~sale~~return ofactivities ~~our cloud optimization~~ and ~~management~~reduce ~~software business known as Spot by NetApp, resulting in the elimination of certain roles. Charges related to the plans consisted primarily of employee severance-related~~ costs. The activities under the ~~plans~~plan ~~are~~were ~~expected to be~~ substantially ~~complete~~completed by the end of the first quarter of fiscal ~~2025~~2026.

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, management ~~executed~~approved a restructuring ~~plans~~plan to redirect resources to highest return activities, and toreduce ~~optimize our global office space for our hybrid work model~~costs. In connection with these plans, we reduced our global workforce by approximately 2% and terminated certain real estate leases in various countries, resulting in restructuring charges comprised primarily of employee severance-related expenses and lease termination charges. The activities under ~~these~~the ~~plans~~plan were substantially ~~complete~~completed by the end of fiscal ~~2024~~2025.

~~Acquisition-related~~Other (Expense) Income, Net (in millions, except percentages):

	Three Months Ended							Nine Months Ended
	January 24, 2025		January 26, 2024		% Change			January 24, 2025		January 26, 2024		% Change
Acquisition-related expense	$	2	$	3		(33	)%	$	4	$	9		(56	)%

The components of other (expense) income, net were as follows:

Acquisition-related expenses decreased by $1 million and $5 million, respectively, in the third quarter and first nine months of fiscal 2025 compared to the corresponding periods of the prior year.


	Three Months Ended
	July 25, 2025			July 26, 2024			% Change
Interest income	$	36		$	36			—	%
Interest expense		(29	)		(16	)		81	%
Other, net		(12	)		(3	)	NM
Total	$	(5	)	$	17			(129	)%

Other Income, Net (in millions, except percentages)

The components of other income, net were as follows:

	Three Months Ended									Nine Months Ended
	January 24, 2025			January 26, 2024			% Change			January 24, 2025			January 26, 2024			% Change
Interest income	$	20		$	27			(26	)%	$	83		$	80			4	%
Interest expense		(12	)		(17	)		(29	)%		(43	)		(48	)		(10	)%
Other, net		—			6		NM				—			3		NM
Total	$	8		$	16		NM			$	40		$	35		NM

NM – Not Meaningful

Interest ~~income~~expense ~~decreased~~increased in the ~~third~~first quarter of fiscal ~~2025~~2026 ~~primarily due to the lower average outstanding balances of our cash and investments and lower yields thereon,~~ compared to the corresponding period of the prior year. ~~Interest~~due ~~income~~to ~~increased~~a inhigher ~~the~~average ~~first~~outstanding ~~nine~~aggregate ~~months~~principal ofamount ~~fiscal 2025 compared to the corresponding period~~ of ~~the~~Senior ~~prior year~~Notes, ~~primarily~~with ~~due~~a to higher ~~yields~~average ~~earned~~coupon rate.

Interest expense decreased in the third quarter and first nine months of fiscal 2025 compared to the corresponding periods of fiscal 2024, due to the repayment of our 3.30% Senior Notes in September 2024.

Provision for Income Taxes (in millions, except percentages):

	Three Months Ended									~~Nine Months Ended~~
	January 24, 2025			January 26, 2024			% Change			January 24, 2025		January 26, 2024		% Change
	July 25, 2025			July 26, 2024			% Change
Provision for income taxes	$	71		$	6951			339	%	$	~~183~~	$	~~188~~		(3	)%
Effective tax rate		23.4	%		17.1	%	NM

Our effective tax rate reflects the impact of a significant amount of earnings being taxed in foreign jurisdictions at rates below the United States (U.S.) statutory rate. Our effective tax rate for the three and nine months ended January 24, 2025 includes an increase in discrete tax benefits related to stock compensation compared to the corresponding periods of the prior year. Our effective tax rate for the three months ended January 24, 2025 also includes an increase in discrete tax expense related to prior period adjustments compared to the corresponding period of the prior year. Our effective tax rate for the three and nine months ended January 26, 2024 included a benefit for increased fiscal 2024 foreign tax credits resulting from legislative guidance for those periods partially offset by an increase in stock compensation for which no tax benefit is recorded. 29

AsNM of– ~~January~~Not 24, 2025, we had $228 million of gross unrecognized tax benefits. Inclusive of penalties, interest and certain income tax benefits, $169 million would affect our provision for income taxes if recognized. Net unrecognized tax benefits of $169 million have been recorded in other long-term liabilities.Meaningful

Our effective tax rate reflects the impact of a significant amount of earnings being taxed in foreign jurisdictions at rates below the United States (U.S.) statutory rate which is offset by non-deductible stock-based compensation and state taxes. Our effective tax rate for the three months ended July 25, 2025 includes a decrease in discrete tax benefits related to stock-based compensation compared to the corresponding period of the prior year.

As of July 25, 2025, we had $69 million of gross unrecognized tax benefits. Inclusive of penalties, interest and certain income tax benefits, $48 million of net unrecognized tax benefits would affect our provision for income taxes if recognized and have been recorded in other long-term liabilities.

Liquidity, Capital Resources and Cash Requirements

(In millions)	~~January~~July 2425, 2025		April 2625, ~~2024~~2025
Cash, cash equivalents and short-term investments	$	23,~~261~~324	$	3,~~252~~846
Principal amount of debt	$	2,~~000~~500	$	23,~~400~~250

The following is a summary of our cash flow activities:

	Nine Months Ended
	Three Months Ended
(In millions)	~~January~~July 2425, 2025			~~January~~July 26, 2024
Net cash provided by operating activities	$	~~831~~673		$	~~1,072~~341
Net cash provided by (used in) investing activities		460			(438	)
Net cash used in investing activities		(181	)		(51	)
Net cash used in financing activities		(1,~~679~~157	)		(~~1,120~~548	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(37	)		~~(10~~8	)
Net change in cash, cash equivalents and restricted cash	$	(~~391~~658	)	$	(~~496~~250	)

Cash Flows

As of ~~January~~July 2425, 2025, our cash, cash equivalents and short-term investments were $23.3 billion, which represents a decrease of $~~1.0~~522 ~~billion~~million during the first ~~nine~~three months of fiscal ~~2025~~2026. The decrease was primarily due to ~~$900 million used for the repurchase of our common stock,~~ a $~~400~~750 million principal repayment of our 31.30875% Senior Notes due ~~September~~June ~~2024~~2025, $~~319~~300 million used for the ~~payment~~repurchase of ~~dividends~~our common stock, $~~168~~104 million used for the payment of ~~taxes~~dividends, ~~related to net share settlement of stock awards~~ and $~~133~~53 million used for purchases of property and equipment, partially offset by $~~831~~673 million provided by operating activities ~~and $108 million in proceeds from the issuance of common stock under employee stock award plans~~. Our ~~net~~ working capital ~~deficit~~ was $~~287~~1.1 ~~million~~billion as of ~~January~~July 2425, 2025, reflecting a ~~reduction~~decrease of $~~1.1~~71 ~~billion~~million when compared to April 2625, ~~2024, primarily due to the decrease in cash, cash equivalents and short-term investments discussed above and the net increase in the current portion of long-term debt after the repayment of our 3~~2025.~~30% Senior Notes and the reclassification of $750 million principal amount of our Senior Notes from long-term to current liabilities.~~

Cash Flows from Operating Activities

During the first ~~nine~~three months of fiscal ~~2025~~2026, ~~we generated~~ cash ~~from~~provided by operating activities ofreflected ~~$831 million, reflecting~~ net income of $~~846~~233 million which was ~~adjusted~~increased for non-cash depreciation and amortization expense of $~~190~~51 million and non-cash stock-based compensation expense of $~~291~~83 million,. ~~compared~~During tothe ~~$1.1~~first ~~billion~~three months of fiscal 2025, cash ~~generated~~provided ~~from~~by operating activities ~~during~~reflected ~~the~~net ~~first~~income ~~nine~~of ~~months~~$248 million which was increased for non-cash depreciation and amortization expense of ~~fiscal~~$63 ~~2024~~million and non-cash stock-based compensation expense of $85 million.

33Significant changes in assets and liabilities in the first three months of fiscal 2026 included the following:

•

~~Significant~~Accounts ~~changes~~receivable indecreased ~~assets~~$466 million, reflecting lower billings and ~~liabilities~~more favorable invoicing linearity in the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 ~~included~~compared to the ~~following:~~fourth quarter of fiscal 2025.

•

~~Accounts~~Accrued ~~receivable~~expenses decreased by $~~104~~240 million, ~~reflecting~~primarily ~~more~~due ~~favorable~~to ~~invoicing~~employee ~~linearity~~compensation inpayments ~~the~~related ~~first~~to ~~nine~~our ~~months of~~ fiscal 2025 ~~compared~~incentive tocompensation ~~the~~plan ~~last nine months of fiscal 2024~~accrual.

•

~~Inventory~~Accounts ~~increased~~payable decreased by $82107 million, ~~primarily~~reflecting ~~due~~lower purchases and the timing of payments to ~~higher~~our ~~raw~~suppliers ~~materials~~in ~~purchases~~the first quarter of fiscal 2026 compared to the fourth quarter of fiscal 2025.

Accrued expenses decreased by $94 million, primarily due to employee compensation payments related to our fiscal 2024 incentive compensation plan accrual.

Deferred revenue and financed unearned services revenue decreased by $92 million, due to a decrease in deferred revenue for software and hardware support contracts.

We expect that cash provided by operating activities may materially fluctuate in future periods due to a number of factors, including fluctuations in our operating results, shipping linearity, accounts receivable collections performance, inventory and supply chain management, vendor payment initiatives, and the timing and amount of compensation, income taxes and other payments.

Cash Flows from Investing Activities

During the first ~~nine~~three months of fiscal ~~2025~~2026, we ~~generated~~used $~~590~~143 million ~~from~~for ~~maturities~~purchases ~~and sales~~ of investments, net of ~~purchases~~maturities and sales, and paid $~~133~~53 million for capital expenditures, as compared to the same period of fiscal ~~2024~~2025, in which we used $~~329~~10 million for the purchases of investments, net of maturities and sales, and paid $~~109~~41 million for capital expenditures.

We expect the sale of our Spot by NetApp business to close in the fourth quarter of fiscal 2025 resulting in estimated up-front cash proceeds of approximately $70 million before certain transaction costs and customary closing adjustments.

Cash Flows from Financing Activities

During the first ~~nine~~three months of fiscal ~~2025~~2026, ~~cash~~we ~~flows~~ used ~~in financing activities totaled~~ $~~1.7~~750 ~~billion and included $900~~ million for the ~~repurchase~~principal repayment upon maturity of ~~approximately~~our 71.4875% ~~million~~Senior ~~shares~~Notes ofdue ~~common~~in ~~stock~~June 2025, $~~400~~300 million ~~principal~~for ~~repayment~~the ~~upon~~repurchase ~~maturity~~ of ~~our~~ 3.~~30%~~0 ~~Senior~~million ~~Notes~~shares ~~due~~of incommon ~~September~~stock, ~~2024~~ and $~~319~~104 million for the payment of dividends. During the first ~~nine~~three months of fiscal ~~2024~~2025, ~~cash~~we ~~flows~~ used ~~in financing activities totaled~~ $~~1.1~~400 ~~billion and included $800~~ million for the repurchase of ~~approximately~~3.3 11 million shares of common stock and $~~312~~107 million for the payment of dividends.

Key factors that could affect our cash flows include changes in our revenue mix and profitability, our ability to effectively manage our working capital, in particular, accounts receivable, accounts payable and inventories, the timing and amount of stock repurchases and payment of cash dividends, the impact of foreign exchange rate changes, our ability to effectively integrate acquired products, businesses and technologies and the timing of repayments of our debt. Based on past performance and our current business outlook, we believe that our sources of liquidity, including cash, cash equivalents and short-term investments, cash generated from operations, and our ability to access capital markets and committed credit lines will satisfy our working capital needs, capital expenditures, investment requirements, stock repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on our debt and other liquidity requirements associated with operations and meet our cash requirements for at least the next 12 months and thereafter for the foreseeable future. We may choose to periodically raise additional debt capital based on certain conditions, including the refinancing of upcoming maturities and/or for potential strategic acquisitions and investments. Our ability to obtain this or any additional financing that we may pursue or need, will depend on, among other things, our business plans, operating performance and the condition of the capital markets at the time we seek financing. We may not be able to obtain such financing on terms acceptable to us or at all. In the event our liquidity is insufficient and we are unable to enter into new financing arrangements, we may be required to curtail spending and implement additional cost saving measures and restructuring actions. We cannot be certain that we will continue to generate cash flows at or above current levels. For further discussion of factors that could affect our cash flows and liquidity requirements, see Item 1A. Risk Factors.

Liquidity

Our principal sources of liquidity as of ~~January~~July 2425, 2025 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our commercial paper program and related credit facility.

Cash, cash equivalents and short-term investments consisted of the following (in millions):

	January 24, 2025		April 26, 2024
	July 25, 2025		April 25, 2025
Cash and cash equivalents	$	12,~~511~~085	$	12,~~903~~742
Short-term investments		~~750~~1,239		1,~~349~~104
Total	$	23,~~261~~324	$	3,~~252~~846

34As of July 25, 2025 and April 25, 2025, $2.8 billion and $2.5 billion , respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $514 million and $1.3 billion, respectively, were available in the U.S.

As of January 24, 2025 and April 26, 2024, $2.0 billion and $2.1 billion, respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $0.3 billion and $1.2 billion, respectively, were available in the U.S.

Our principal liquidity requirements are primarily to meet our working capital needs, support ongoing business activities, fund research and development, meet capital expenditure needs, invest in critical or complementary technologies through asset purchases and/or business acquisitions, service interest and principal payments on our debt, fund our stock repurchase program, and pay dividends, as and if declared. In the ordinary course of business, we engage in periodic reviews of opportunities to invest in or acquire companies or units in companies to expand our total addressable market, leverage technological synergies and establish new streams of revenue, particularly in our Public Cloud segment.

The principal objectives of our investment policy are the preservation of principal and maintenance of liquidity. We attempt to mitigate default risk by investing in high-quality investment grade securities, limiting the time to maturity and monitoring the counter-parties and underlying obligors closely. We believe our cash equivalents and short-term investments are liquid and accessible. We are not aware of any significant deterioration in the fair value of our cash equivalents or investments from the values reported as of ~~January~~July 2425, 2025.

Our investment portfolio has been and will continue to be exposed to market risk due to trends in the credit and capital markets. We continue to closely monitor current economic and market events to minimize the market risk of our investment portfolio. We routinely monitor our financial exposure to both sovereign and non-sovereign borrowers and counterparties. We utilize a variety of planning and financing strategies in an effort to ensure our worldwide cash is available when and where it is needed. We also have an automatic shelf registration statement on file with the U.S. Securities and Exchange Commission (SEC). We may in the future offer an additional unspecified amount of debt, equity and other securities.

Senior Notes

The following table summarizes the principal amount of our Senior Notes as of ~~January~~July 2425, 2025 (in millions):

	Amount
1.875% Senior Notes Due June 2025	$	750
2.375% Senior Notes Due June 2027	$	550
2.375% Senior Notes Due June 2027		550
2.70% Senior Notes Due June 2030		700
Total	$	2,000
5.50% Senior Notes Due June 2032		625
5.70% Senior Notes Due June 2035		625
Total	$	2,500

Interest on the Senior Notes is payable semi-annually. For further information on the underlying terms, see Note 6 – Financing Arrangements of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1.

On ~~September~~June 3023, ~~2024~~2025, upon maturity, we repaid our 31.30875% Senior Notes due ~~September~~June ~~2024~~2025 for an aggregate amount of $~~407~~757 million, comprised of the principal and unpaid interest.

Commercial Paper Program and Credit Facility

We have a commercial paper program (the “Program”), under which we may issue unsecured commercial paper notes. Amounts available under the Program may be borrowed, repaid and re-borrowed, with the aggregate face or principal amount of the notes outstanding under the Program at any time not to exceed $1.0 billion. The maturities of the notes can vary but may not exceed 397 days from the date of issue. The notes are sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of their issuance. The proceeds from the issuance of the notes are used for general corporate purposes. No commercial paper notes were outstanding as of ~~January~~July 2425, 2025.

Capital Expenditure Requirements

We expect to fund our capital expenditures, including our commitments related to facilities, equipment, operating leases and internal-use software development projects over the next few years through existing cash, cash equivalents, investments and cash generated from operations. The timing and amount of our capital requirements cannot be precisely determined and will depend on a number of factors, including future demand for products, changes in the network storage industry, hiring plans and our decisions related to the financing of our facilities and equipment requirements. We anticipate capital expenditures for the remainder of fiscal ~~2025~~2026 to be between ~~approximately~~ $30125 million and $60175 million.

Transition Tax Payments

The Tax Cuts and Jobs Act of 2017 imposed a mandatory, one-time transition tax on accumulated foreign earnings and profits that had not previously been subject to U.S. income tax. As of ~~January~~July 2425, 2025, ~~the~~a ~~outstanding~~final ~~payment related to the~~ transition tax ispayment ~~estimated~~of ~~to be approximately~~ $~~100~~179 million ~~which~~remained isoutstanding ~~expected~~and towas be paid during ~~fiscal~~the ~~2026.~~second ~~Our~~quarter ~~estimates~~of ~~for~~fiscal ~~future transition tax payments, however, could change with further guidance or review from U~~2026.~~S. federal and state tax authorities or other regulatory bodies.~~

Dividends and Stock Repurchase Program

On ~~February~~August 2021, 2025, we declared a cash dividend of $0.52 per share of common stock, payable on ~~April~~October 2322, 2025, to holders of record as of the close of business on ~~April~~October 43, 2025.

In the first quarter of fiscal 2025, our Board of Directors authorized the repurchase of an additional $1.0 billion of our common stock. As of January 24, 2025, our Board of Directors had authorized cumulative repurchases of up to $17.1 billion of our common stock under our stock repurchase program. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time. Since the May 13, 2003 inception of this program through January 24, 2025, we repurchased a total of 379 million shares of our common stock at an average price of $43.59 per share, for an aggregate purchase price of $16.5 billion. As of January 24, 2025, the remaining authorized amount for stock repurchases under this program was $0.6 billion.32

In the first quarter of fiscal 2026, our Board of Directors authorized the repurchase of an additional $1.1 billion of our common stock under our stock repurchase program. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time. As of July 25, 2025, the remaining authorized amount for stock repurchases under this program was $1.2 billion.

Purchase Commitments

Financing Guarantees

We have and continue to enter into financing and leasing contracts through the ordinary course of business. These arrangements and related financing guarantees are described in Note 14 – Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1. There has been no material change in our financing guarantees as described in our ~~2024~~2025 Annual Report on Form 10-K.

Legal Contingencies

We are subject to various legal proceedings and claims which arise in the normal course of business. See further details on such matters in Note 14 – Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates as described in our ~~2024~~2025 Annual Report on Form 10-K.

3633

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our market risk exposures for the ~~nine~~three months ended ~~January~~July 2425, 2025, as compared to those discussed in our Annual Report on Form 10-K for the year ended April 2625, ~~2024~~2025.

3734

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission (SEC). Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~January~~July 2425, 2025, the end of the fiscal period covered by this Quarterly Report on Form 10-Q (the Evaluation Date). Based on this evaluation, our CEO and CFO concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC reports (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

~~During~~There ~~the~~have ~~third~~been ~~quarter~~no ofchanges ~~2025, we completed the first phase of our new global enterprise resource planning (ERP) system implementation which impacted certain processes and procedures, resulting~~ in ~~changes to~~ our internal control over financial reporting. As(as wedefined ~~continue~~in ~~our~~Rule ~~ERP~~13a-15(f) ~~implementation,~~under ~~which~~the weExchange ~~expect~~Act) toidentified ~~substantially complete~~ in ~~fiscal~~connection ~~2026,~~with ~~additional changes are anticipated. We expect this implementation to strengthen~~ our ~~internal~~evaluation ~~control~~that ~~over~~occurred ~~financial~~during ~~reporting~~the byfirst ~~automating~~quarter ~~certain~~of ~~manual~~fiscal ~~processes~~2026 ~~and~~that ~~standardizing~~has ~~business~~materially ~~processes~~affected ~~and~~or ~~reporting~~is ~~across~~reasonably ~~our~~likely ~~organization, and we will continue~~ to ~~evaluate~~materially ~~and~~affect ~~monitor~~ our internal control over financial reporting ~~as processes and procedures in the affected areas evolve~~.

With the exception of the implementation described above, there have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with our evaluation that occurred during the third quarter of fiscal 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. 35

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of legal proceedings, see Note 14 – Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1.

Item 1A. Risk Factors.

Our future business, operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended April 2625, ~~2024~~2025, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. ~~Except~~There ~~as set forth below, there~~ have been no material changes to the Company’s risk factors since our Annual Report on Form 10-K for the year ended April 2625, ~~2024~~2025.

Risks Related to Our Business and Industry

Due to the global nature of our business, risks inherent in our international operations could materially harm our business.

A significant portion of our operations are located, and a significant portion of our revenues are derived, outside of the U.S. In addition, most of our products are manufactured outside of the U.S., and we have research and development, sales and service centers overseas. Accordingly, our international operations, business and future operating results could be adversely impacted by economic, business, regulatory, social and political factors in foreign countries including, among other things, the imposition of government controls, local political or economic conditions including recessionary cycles, inflationary conditions and political uncertainty, economic sanctions, trade protections and regulations and export and import requirements, tariffs, investment restrictions, tax policies, treaties or laws, local labor conditions, transportation costs, government spending patterns, geopolitical tensions and uncertainties, acts of terrorism, international conflicts and natural disasters in areas with limited infrastructure and adverse public health developments.

Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we source and/or manufacture products, including, the impact on our suppliers and contract manufacturers who may look to pass-through additional costs imposed on them, could have a material adverse effect on our business and financial results. The U.S. government has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. For example, the Trump administration recently confirmed its intent to impose heavy tariffs on imports from several nations, including Mexico, Canada and China. If effected, these additional tariffs and policies, particularly with respect to the proposed tariffs on Mexico, could have a significant impact on our business and results of operations. Although we have historically relied on the WTO (World Trade Organization) Information Technology Agreement (“ITA”), which eliminates duties on certain information and communication technology products, there is no guarantee that the ITA can be relied upon to obtain duty-free status for products that are otherwise subject to the additional tariffs proposed by the Trump administration. The exact magnitude of any potential impact remains uncertain, as there may be further changes to tariffs and policies and, consequently, potential increased tension between the U.S. and targeted countries. Our risk exposure may increase further if any countries levy retaliatory tariffs, taxes, or other trade restrictions or penalties against the United States or U.S. companies.

Additionally, ongoing trade tensions between the U.S. and China and recent investment restrictions, such as the U.S. Outbound Investments Rule, could impact our business and operating results. Any increase in tensions between China and Taiwan, including threats of military actions or escalation of military activities, could adversely affect our or our contract manufacturers’ ability to source key supply chain components included in our products. As a result of Russia’s actions in Ukraine, numerous countries and organizations have imposed sanctions and export controls, while businesses, including the Company, have limited or suspended Russian operations. Russia has likewise imposed currency restrictions and regulations and may further take retaliatory trade or other actions, including the nationalization of foreign businesses. These actions could impact our supply chain, pricing, business and operating results and expose us to cyberattacks. In addition, due to the global nature of our business, we are subject to complex legal and regulatory requirements in the U.S. and the foreign jurisdictions in which we operate and sell our products, including antitrust and anti-competition laws, and regulations related to data privacy, data protection, and cybersecurity. We are also subject to the potential loss of proprietary information due to piracy, misappropriation, or laws that may be less protective of our intellectual property rights than U.S. laws. Such factors have or could have an adverse impact on our business, operating results, financial condition and cash flows.

We face exposure to adverse movements in foreign currency exchange rates as a result of our international operations. These exposures may change over time as business practices evolve, and they could have a material adverse impact on our operating results, financial condition and cash flows. We utilize forward and option contracts in an attempt to reduce the adverse earnings impact from the effect of exchange rate fluctuations on certain assets and liabilities. Our hedging strategies may not be successful, and currency exchange rate fluctuations could have a material adverse effect on our operating results and cash flows. In addition, our foreign

currency exposure on assets, liabilities, and cash flows that we do not hedge could have a material impact on our financial results in periods when the U.S. dollar significantly fluctuates in relation to foreign currencies.

Moreover, in many foreign countries, particularly in those with developing economies, it is a common business practice to engage in activities that are prohibited by NetApp's internal policies and procedures, or laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act of 1977. There can be no assurance that all our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, will comply with these policies, procedures, laws and/or regulations. Any such violation could subject us to fines and other penalties, which could have a material adverse effect on our business, operating results, financial condition and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities

The following table provides information with respect to the shares of common stock repurchased by us during the three months ended ~~January~~July 2425, 2025:

					Total Number of Shares		Approximate Dollar Value
	Total Number		Average		Purchased as Part of		of Shares That May Yet
	of Shares		Price Paid		Publicly Announced		Be Purchased Under The
Period	Purchased		per Share		Program		Repurchase Program
	(Shares in thousands)				(Shares in thousands)		(Dollars in millions)
October 26, 2024 - November 22, 2024		540	$	107.51		377,896	$	737
April 26, 2025 - May 23, 2025		1,360	$	95.25		383,176	$	1,323
November 23, 2024 - December 20, 2024		516	$	121.93		378,412	$	673
May 24, 2025 - June 20, 2025		1,020	$	102.07		384,196	$	1,219
December 21, 2024 - January 24, 2025		596	$	129.04		379,008	$	602
June 21, 2025 - July 25, 2025		627	$	105.77		384,823	$	1,152
Total		13,~~652~~007	$	~~121~~99.0576

In May 2003, our Board of Directors approved a stock repurchase program. As of January 24, 2025, our Board of Directors has authorized the repurchase of up to $17.1 billion of our common stock under our stock repurchase program. Since the May 13, 2003 inception of the program through January 24, 2025, we repurchased a total of 379 million shares of our common stock for an aggregate purchase price of $16.5 billion. Under this program, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management. The stock repurchase program may be suspended or discontinued at any time.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Insider Adoption or Termination of Trading Arrangements

On ~~November~~June 2926, ~~2024~~2025, ~~Elizabeth~~Daniel ~~O'Callahan~~De Lorenzo, ~~EVP~~Vice President, Chief ~~Legal~~Accounting Officer of the Company, entered into a 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement will expire on ~~June~~September 2625, 2026, and may be terminated earlier in the limited circumstances defined in the trading arrangement. An aggregate of up to 123,~~000~~308 shares may be sold pursuant to the trading arrangement.

No other directors or executive officers of the Company adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), during the quarterly period covered by this report.

4036

Item 6. Exhibits.

The following documents are filed as exhibits to this report.

		Incorporation by Reference
Exhibit No	Description	Form	File No.	Exhibit	Filing Date
10.1*	~~Offer~~Form ~~Letter~~of ~~for~~Restricted ~~employment~~Stock atUnit ~~the~~Agreement ~~Company~~approved tofor ~~Wissam~~use ~~Jabre,~~under ~~dated~~the ~~January~~Company's 9,2021 ~~2025~~Equity Incentive Plan.	—10-K	—000-27130	—10.24	—June 9, 2025
10.2*	Form of Restricted Stock Unit Agreement (Performance-Based) under the Company's 2021 Equity Incentive Plan.	10-K	000-27130	10.25	June 9, 2025
10.3*	Offer Letter for employment at the Company to Syam Nair, dated June 18, 2025.	—	—	—	—
10.4*	The Company's Amended and Restated Executive Compensation Plan, as amended effective August 26, 2025.	—	—	—	—
31.1	Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.	—	—	—	—
31.2	Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.	—	—	—	—
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	—	—	—	—
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents	—	—	—	—
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	—	—	—	—

*Identifies management plan or compensatory plan or arrangement

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NETAPP, INC. (Registrant) /s/ ~~MICHAEL~~WISSAM J.JABRE ~~BERRY~~Wissam ~~Michael~~Jabre ~~J. Berry~~ Executive Vice President and Chief Financial Officer

Date: ~~February~~August 27, 2025

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