NTAP · NetApp

375 filings

NTAP SEC Filings

NetApp - 375 total filings

Filing record · 2016–202610-K1110-Q328-K97

Showing 1–50 of 375 filings

NetApp 8-K Report, Rights Modification (Sep 11, 2026)

NetApp, Inc. (NTAP) reported in an 8-K filed September 11, 2026 that its stockholders, at the 2026 annual meeting held September 9, 2026, approved an amended and restated certificate of incorporation providing for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. The Company filed the Amended and Restated Charter with the Delaware Secretary of State on September 10, 2026, and it became effective upon filing. The Board of Directors also adopted amended and restated bylaws effective September 9, 2026, as part of a periodic review of governance documents. Key changes include clarifying that the presiding officer's authority at stockholder meetings is subject to Board supervision, narrowing the definition of "Stockholder Associated Person," limiting indemnification for settlement amounts absent the Company's written consent, providing for subrogation rights on indemnification payments, updating board action by written consent, and allowing insurance for indemnification to be provided through a captive insurance company. At the meeting, all ten director nominees were elected to terms expiring at the next annual meeting. Stockholders also approved, on a nonbinding advisory basis, named executive officer compensation, ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2027, and approved the Amended and Restated Charter. A stockholder proposal regarding action by written consent was not voted on because the proponent did not attend to present it.

Sep 11, 2026 8-K

NetApp 8-K Report, Financial Results (Sep 2, 2026)

NetApp, Inc. (NTAP) furnished a press release under Item 2.02 reporting results for the first quarter of fiscal year 2027, which ended July 31, 2026. Net revenues were $2.03 billion, up 30% year-over-year, with record all-flash array net revenue of $1.3 billion (up 47%) and Public Cloud net revenue of $206 million (up 28%). GAAP net income was $375 million, or $1.88 per diluted share (up 63%), and non-GAAP earnings per share were a record $2.58. Billings were $2.06 billion, up 36%. GAAP operating margin was 23.9% and non-GAAP operating margin was 31.9%. The company raised its full fiscal year 2027 guidance, now calling for net revenues of $7.975 billion to $8.225 billion, GAAP earnings per share of $7.35 to $7.65, and non-GAAP earnings per share of $9.73 to $10.03. For the second quarter, it guided to net revenues of $2.025 billion to $2.175 billion and non-GAAP earnings per share of $2.54 to $2.64. Cash flow was weaker than earnings: operating cash flow was $503 million, down 25%, and free cash flow was $401 million, down 35%. Restructuring charges were $56 million in the quarter, compared with $2 million a year earlier. The company also announced the acquisition of DataPelago, Inc., an AI data infrastructure company, and reported an $0.52 per share dividend payable October 28, 2026. Balance sheet data show cash, cash equivalents and investments of $3.58 billion and total debt of $2.49 billion ($550 million current plus $1.94 billion long-term) as of July 31, 2026.

Sep 2, 2026 10-Q

NetApp Quarterly Report for Q1 Ended Jul 31, 2026

NetApp, Inc. reported net revenues of $2.03 billion for the first quarter of fiscal 2027 (three months ended July 31, 2026), up from $1.56 billion a year earlier, with the filing noting that the extra week in the quarter (a 14-week first quarter in a 53-week fiscal year) contributed approximately $65 million of services revenue. Net income rose to $375 million from $233 million, and diluted EPS was $1.88 versus $1.15. Income from operations was $484 million, against $309 million in the prior-year quarter, though results included $56 million of restructuring charges tied to a plan to redirect resources and reduce costs. Management stated that inflationary pressures and supply constraints, particularly for memory and other components, have affected gross margins and are expected to remain elevated, and cited price increases made in the fourth quarter of fiscal 2026 and at the start of the second quarter of fiscal 2027. Cash flow and balance sheet activity were mixed. Operating cash flow was $503 million, down from $673 million, with inventories up $176 million on strategic component purchases and accounts receivable down $317 million. Cash, cash equivalents and short-term investments totaled $3.58 billion, roughly flat versus April 24, 2026. The company repurchased 1.5 million shares for $200 million, paid $102 million in dividends, and completed the DataPelago acquisition for $193 million total ($87 million paid in cash at closing, with $106 million of contingent consideration still payable). Working capital fell by $651 million, mainly because $550 million of 2.375% senior notes due June 2027 moved to current liabilities. The filing also reports $5.6 billion in remaining performance obligations, of which 44% is expected to be recognized in the next 12 months, and $2.3 billion in purchase commitments, of which $2.1 billion is due within twelve months. The company disclosed patent litigation brought by non-practicing entities but recorded no material accrual for these matters. Management concluded that disclosure controls were effective as of July 31, 2026.

Sep 2, 2026 10-K

NetApp Annual Report, Year Ended Apr 24, 2026

NetApp, Inc. (NASDAQ: NTAP) reported fiscal 2026 (ended April 24, 2026) net revenues of $6.93 billion, up from $6.57 billion, with net income of $1.28 billion ($6.35 diluted EPS) versus $1.19 billion ($5.67) a year earlier. Gross margin was 71% and income from operations rose to $1.67 billion, or 24% of net revenues, from 20%. Product revenues were $3.19 billion and services revenues $3.73 billion. Operating cash flow was $2.07 billion, up from $1.51 billion. Management said inflationary pressures and supply constraints for memory and other components, starting in the second half of fiscal 2026, have affected gross margins, and that it raised prices in the fourth quarter of fiscal 2026 and expects costs to stay elevated. Capital returns and balance sheet activity were significant. NetApp repurchased 9.0 million shares for $950 million, paid $413 million in dividends, and repaid a $750 million senior note at maturity in June 2025. Principal debt fell to $2.5 billion from $3.25 billion. Cash, cash equivalents and short-term investments totaled $3.58 billion. On May 21, 2026, the Board authorized an additional $1.0 billion repurchase and declared a $0.52 quarterly dividend. Two distributors accounted for 43% of net revenues. The filing also flags risks including tariffs and trade controls, dependence on a limited number of suppliers, a transition to consumption-based models that defers revenue recognition, and an ongoing ERP system implementation that disrupted order processing and invoicing. Deloitte & Touche LLP issued an unqualified opinion on the financial statements and on internal control over financial reporting as of April 24, 2026.

Jun 5, 2026 8-K

NetApp 8-K Report, Financial Results (May 28, 2026)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release reporting results for its fourth quarter and fiscal year 2026, which ended April 24, 2026. Fourth-quarter net revenues were $1.95 billion, up 12% year-over-year, and fiscal 2026 net revenues were $6.93 billion, up 5%. GAAP net income was $404 million ($2.03 diluted EPS) for the quarter and $1.28 billion ($6.35 diluted EPS) for the year. Non-GAAP diluted EPS was $2.43 for the quarter and $8.13 for the fiscal year. The company describes fiscal 2026 as a record year for net revenues, gross profit, operating income, operating cash flow and free cash flow. Operating cash flow was $2.07 billion and free cash flow was $1.87 billion for the year. Billings were $7.21 billion, up 6%. For fiscal 2027, NetApp guided to net revenues of $7.325 billion to $7.575 billion, GAAP diluted EPS of $6.51 to $6.81, and non-GAAP diluted EPS of $8.70 to $9.00. For the first quarter of fiscal 2027, guidance calls for net revenues of $1.750 billion to $1.900 billion and non-GAAP diluted EPS of $2.05 to $2.15. The company also reported that it returned $1.36 billion to stockholders through share repurchases and cash dividends during fiscal 2026. Separately, on May 21, 2026, the Board authorized an additional repurchase of up to $1.0 billion of common stock with no expiration date. The company will pay a quarterly cash dividend of $0.52 per share on July 29, 2026, to holders of record on July 10, 2026.

May 28, 2026 8-K

NetApp 8-K Report, Financial Results (Feb 26, 2026)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on February 26, 2026 under Item 2.02 to furnish its press release reporting results for the third quarter of fiscal 2026, which ended January 23, 2026. Net revenues were $1.71 billion, up 4% year over year from $1.64 billion, with Hybrid Cloud segment revenue rising 5% to $1.54 billion and Public Cloud segment revenue flat at $174 million. GAAP net income was $334 million and GAAP diluted EPS was $1.67, compared with $1.44 a year earlier. On a non-GAAP basis, net income was $423 million and diluted EPS was $2.12, up 11% from $1.91. Billings grew 10% to $1.89 billion, the ninth consecutive quarter of year-over-year growth. Management cited a record quarter for all-flash array revenue of $1.0 billion, up 11% year over year. Cash provided by operations was $317 million, down 18% from $385 million, and free cash flow was $271 million versus $338 million a year earlier. The company returned $303 million to stockholders through share repurchases and cash dividends during the quarter. At January 23, 2026, cash, cash equivalents and investments totaled $3.01 billion against long-term debt of $2.49 billion. Constant-currency figures showed net revenues up 2% and billings up 8%, and foreign exchange added approximately $0.11 to both GAAP and non-GAAP EPS. For the fourth quarter of fiscal 2026, NetApp guided net revenues of $1.795 billion to $1.945 billion, GAAP EPS of $1.76 to $1.86, and non-GAAP EPS of $2.21 to $2.31. Full-year fiscal 2026 guidance calls for net revenues of $6.772 billion to $6.922 billion, GAAP EPS of $6.07 to $6.17, and non-GAAP EPS of $7.92 to $8.02. The company also declared a next quarterly cash dividend of $0.52 per share, payable April 22, 2026.

Feb 26, 2026 10-Q

NetApp Quarterly Report for Q3 Ended Jan 23, 2026

NetApp, Inc. reported net revenues of $1,713 million for the third quarter of fiscal 2026 (three months ended January 23, 2026), up from $1,641 million a year earlier, and $4,977 million for the first nine months, up from $4,840 million. Net income was $334 million for the quarter versus $299 million a year earlier, and $872 million for the nine months versus $846 million. Diluted earnings per share were $1.67 for the quarter and $4.32 for the nine months. Income from operations was $434 million for the quarter, compared with $362 million a year earlier. Public Cloud revenues were flat in the quarter at $174 million and rose marginally to $506 million for the nine months, while product revenues were $786 million for the quarter. Cash, cash equivalents and short-term investments declined to $3.0 billion from $3.8 billion at April 25, 2025. The decrease reflected the repayment of $750 million of 1.875% Senior Notes due June 2025, $750 million of share repurchases, $310 million of dividends and $148 million of capital expenditures, partly offset by $1.1 billion of operating cash flow. Total debt principal was $2.5 billion at quarter end. Total stockholders' equity rose to $1.16 billion, and the remaining stock repurchase authorization was $702 million. The filing also discloses that NetApp implemented the final phase of a new global enterprise resource planning system in the third quarter, which resulted in changes to internal control over financial reporting, and that the filing itself notes disruptions from this transition may affect order processing, invoicing and vendor payments. Management concluded that disclosure controls were effective as of January 23, 2026.

Feb 26, 2026 8-K

NetApp 8-K Report, Executive Changes (Jan 12, 2026)

NetApp, Inc. (NASDAQ: NTAP) filed a Current Report on Form 8-K on January 12, 2026 to disclose the appointment of Paul Fipps to its Board of Directors. On January 8, 2026, the Board increased the number of authorized directors from nine to ten and appointed Mr. Fipps to fill the resulting vacancy. The filing states he is President of Global Customer Operations at ServiceNow and will participate as a non-employee director in the company's existing director compensation program, as described in its July 25, 2025 definitive proxy statement. The filing states there are no arrangements or understandings under which Mr. Fipps was selected as a director, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. He is expected to enter into the company's standard director indemnification agreement. The accompanying press release, furnished as Exhibit 99.1 under Item 7.01, states the board now has ten directors, nine of whom are independent, and that 50% of directors have been appointed within the last five years. The filing is primarily a governance update. It contains no financial results, guidance, or financial figures. Its main relevance for investors is the board refresh and the stated focus on AI-ready data and customer-led execution, as described by CEO George Kurian and Board Chair Mike Nevens in the press release.

Jan 12, 2026 10-Q

NetApp Quarterly Report for Q2 Ended Oct 24, 2025

NetApp, Inc. reported net revenues of $1,705 million for the second quarter of fiscal 2026 (three months ended October 24, 2025), up from $1,658 million a year earlier, and $3,264 million for the six months, up from $3,199 million. Net income was $305 million for the quarter versus $299 million, and diluted earnings per share were $1.51 versus $1.42. Income from operations rose to $399 million from $345 million, while other expense, net was $6 million compared with other income of $15 million a year earlier, driven by higher interest expense and foreign exchange losses. Cash, cash equivalents and short-term investments fell to $3,014 million from $3,846 million at April 25, 2025, mainly reflecting the $750 million repayment of the 1.875% Senior Notes due June 2025, $550 million of share repurchases, and $207 million of dividends. Total debt principal was $2,500 million, and the company reported a $790 million unrecognized compensation expense balance related to equity awards. Operating cash flow for the six months was $800 million, compared with $446 million a year earlier. The Board authorized an additional $1.1 billion for stock repurchases in the first quarter of fiscal 2026, leaving $902 million remaining at period end, and on November 20, 2025 a quarterly dividend of $0.52 per share was declared. Restructuring charges were $23 million for the quarter, and the company paid a final transition tax payment of $179 million in the second quarter.

Nov 25, 2025 8-K

NetApp 8-K Report, Financial Results (Nov 25, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Current Report under Item 2.02 to furnish a press release, Exhibit 99.1, reporting results for the second quarter of fiscal year 2026, which ended October 24, 2025. Net revenues were $1.71 billion ($1,705 million), up 3% from $1,658 million a year earlier. GAAP net income was $305 million and GAAP diluted EPS was $1.51, compared with $1.42 in the prior-year quarter. Non-GAAP net income was $415 million and non-GAAP diluted EPS was $2.05, versus $1.87. Billings were $1,646 million, up 4%, and the filing describes this as the eighth consecutive quarter of year-over-year billings growth. In constant currency, net revenues rose 2% and billings rose 3%. GAAP operating profit was $399 million, a 23.4% operating margin, and non-GAAP operating profit was $530 million, a 31.1% margin. Hybrid Cloud segment revenue was $1,534 million and Public Cloud segment revenue was $171 million, with the company noting that Public Cloud growth was driven by first-party and marketplace storage services that grew 32% year-over-year. All-flash array revenue was $1.0 billion, up 9%. Cash provided by operations was $127 million and free cash flow was $78 million. The company returned $353 million to stockholders through share repurchases and dividends during the quarter. For the third quarter of fiscal 2026, NetApp guided net revenues of $1.615 billion to $1.765 billion, GAAP EPS of $1.52 to $1.62, and non-GAAP EPS of $2.01 to $2.11. For full fiscal 2026, guidance calls for net revenues of $6.625 billion to $6.875 billion, GAAP EPS of $5.82 to $6.12, and non-GAAP EPS of $7.75 to $8.05. The board declared a next cash dividend of $0.52 per share, payable January 21, 2026, to holders of record on January 2, 2026.

Nov 25, 2025 8-K

NetApp 8-K Report, Executive Changes (Sep 15, 2025)

NetApp, Inc. filed this Form 8-K to report actions taken at its annual meeting of stockholders held on September 10, 2025. Stockholders approved amendments to the Employee Stock Purchase Plan, which increase the share reserve by an additional 4,000,000 shares of common stock, and to the 2021 Equity Incentive Plan, which increase the share reserve by an additional 5,000,000 shares. The Talent and Compensation Committee also approved, effective September 10, 2025, increases to the Outside Director Compensation Policy: initial RSU awards for new non-employee directors rose to $285,000 (or $142,500 if elected after February), the annual RSU award for the non-employee Chairman rose to $360,000, and annual RSU awards for other non-employee directors rose to $285,000. All nine director nominees, including T. Michael Nevens, Deepak Ahuja, Anders Gustafsson, Gerald Held, Deborah L. Kerr, George Kurian, Carrie Palin, Frank Pelzer, and June Yang, were elected to terms expiring at the next annual meeting. Stockholders also approved the advisory vote on named executive officer compensation, the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 24, 2026, and both plan amendments. A stockholder proposal requesting that the Board consider a special shareholder meeting improvement was not approved. For investors, the most notable items are the expanded equity capacity under both plans and the higher director compensation levels. The 2021 Plan amendment drew 52,994,500 votes against, a substantially larger opposition count than the other proposals, which the filing reports without further comment.

Sep 15, 2025 10-Q

NetApp Quarterly Report for Q1 Ended Jul 25, 2025

NetApp, Inc. reported net revenues of $1,559 million for the first quarter of fiscal 2026 (ended July 25, 2025), up from $1,541 million a year earlier. Services revenues rose to $905 million from $872 million, while product revenues declined to $654 million from $669 million. Net income was $233 million, or $1.15 per diluted share, compared with $248 million, or $1.17 per diluted share, in the prior-year quarter. Income from operations increased to $309 million from $282 million, and restructuring charges fell to $2 million from $17 million. Cash, cash equivalents and short-term investments totaled $3.3 billion at July 25, 2025, down from $3.8 billion at April 25, 2025. The decrease reflected the repayment of $750 million of 1.875% Senior Notes at maturity in June 2025, $300 million of share repurchases, $104 million of dividends and $53 million of capital expenditures, partially offset by $673 million of operating cash flow. Total debt principal fell to $2.5 billion, and the company had no commercial paper outstanding and no amounts drawn on its $1.0 billion revolving credit facility. The Board authorized an additional $1.1 billion of share repurchases in the quarter, leaving $1.2 billion remaining at quarter end. The company also declared a quarterly dividend of $0.52 per share on August 21, 2025. Remaining performance obligations totaled $4.9 billion, with approximately 49% expected to be recognized within the next 12 months.

Aug 27, 2025 8-K

NetApp 8-K Report, Financial Results (Aug 27, 2025)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting financial results for its first quarter of fiscal year 2026, which ended July 25, 2025. Net revenues were $1.559 billion, up 1% from $1.541 billion a year earlier, while GAAP net income fell to $233 million from $248 million and GAAP diluted EPS was $1.15 versus $1.17. Non-GAAP net income was $314 million and non-GAAP EPS was $1.55, compared with $1.56 a year earlier. Billings were $1.511 billion, up 4%, and cash provided by operations rose to $673 million from $341 million, producing free cash flow of $620 million. The company reported GAAP operating profit of $309 million and non-GAAP operating profit of $401 million. Management guided to second-quarter fiscal 2026 net revenues of $1.615 billion to $1.765 billion, with GAAP diluted EPS of $1.35 to $1.45 and non-GAAP EPS of $1.84 to $1.94. For full fiscal 2026, the company guided to net revenues of $6.625 billion to $6.875 billion, GAAP EPS of $5.72 to $6.02, and non-GAAP EPS of $7.60 to $7.90. In constant currency, net revenues were flat and billings rose 3% year over year. The company also returned $404 million to stockholders through share repurchases and dividends and declared a next cash dividend of $0.52 per share, payable October 22, 2025. On the balance sheet, cash, cash equivalents and investments fell to $3.324 billion from $3.846 billion, and current portion of long-term debt of $750 million was repaid during the quarter, reducing total liabilities to $8.704 billion from $9.783 billion. The filing highlights NetApp's claim of the #1 all-flash storage market share position for calendar Q1 2025 per IDC, with all-flash array revenue up 6% to $893 million and Public Cloud segment revenue up 1% to $161 million, though first-party and marketplace Public Cloud storage services revenue grew 33%.

Aug 27, 2025 10-K

NetApp Annual Report, Year Ended Apr 25, 2025

NetApp, Inc. reported fiscal 2025 (ended April 25, 2025) net revenues of $6,572 million, up from $6,268 million in fiscal 2024, with product revenues of $3,040 million and services revenues of $3,532 million. Gross margin was 70% versus 71% a year earlier, and income from operations rose to $1,337 million (20% of net revenues) from $1,214 million. Net income was $1,186 million, or $5.67 per diluted share, compared with $986 million, or $4.63 per diluted share, in fiscal 2024. Net cash provided by operating activities was $1,506 million. Cash, cash equivalents and short-term investments totaled $3,846 million at year-end, up from $3,252 million. The increase reflected $1.24 billion of net proceeds from March 2025 senior note issuances, offset by $1.2 billion of share repurchases (10.2 million shares at an average price of $112.55), $424 million of dividends, and a $400 million principal repayment. Total principal debt was $3,250 million. The Board authorized an additional $1.1 billion of repurchases on May 22, 2025, and declared a $0.52 quarterly dividend. By segment, Hybrid Cloud generated $5,907 million of revenue and Public Cloud $665 million. Indirect channels accounted for 78% of net revenues, and distributors Arrow Electronics (21%) and TD Synnex (24%) were the two customers at 10% or more. The company also sold its Spot by NetApp business to Flexera for up-front cash of $70 million, with up to $49 million of contingent consideration, and recorded no material gain or loss on the sale.

Jun 9, 2025 8-K

NetApp 8-K Report, Financial Results (May 29, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on May 29, 2025 to furnish its press release reporting results for the fourth quarter and fiscal year 2025, which ended April 25, 2025. Fourth-quarter net revenues were $1.73 billion, up 4% year-over-year, with GAAP net income of $340 million and GAAP diluted EPS of $1.65. For the full fiscal year, net revenues were $6.57 billion, up 5%, GAAP operating profit was $1.34 billion (a 20% GAAP operating margin), and billings were $6.78 billion, up 8%. Management highlighted record all-flash array annualized net revenue run rate of $4.1 billion (up 14%) and first-party and marketplace Public Cloud services revenue of $416 million (up 43%). The company guided fiscal 2026 net revenues to $6.625 billion to $6.875 billion, with GAAP EPS of $5.80 to $6.10 and non-GAAP EPS of $7.60 to $7.90. For the first quarter of fiscal 2026, guidance calls for net revenues of $1.455 billion to $1.605 billion and GAAP EPS of $1.06 to $1.16. The filing also discloses a quarterly dividend of $0.52 per share payable July 23, 2025, and returned $1.57 billion to stockholders through buybacks and dividends during fiscal 2025. Additional disclosures include the Board's May 22, 2025 authorization of up to an additional $1.1 billion in share repurchases with no expiration date, and notice from Harvinder Bhela, Executive Vice President and Chief Product Officer, that he will transition from his role by June 20, 2025, assisting with an orderly handover of his duties.

May 29, 2025 8-K

NetApp 8-K Report, Executive Changes (Mar 26, 2025)

NetApp, Inc. (NASDAQ: NTAP) reported in a Form 8-K dated March 26, 2025 that its Board of Directors approved an increase in authorized directors from nine to ten on March 21, 2025, and appointed Frank Pelzer to fill the newly created seat. Mr. Pelzer will serve on the Audit Committee, and the Board has determined he qualifies as an "audit committee financial expert" under Regulation S-K Item 407(d)(5). As a non-employee director, he will participate in the director compensation program described in the company's July 26, 2024 proxy statement and is expected to enter into the company's standard director indemnification agreement. The filing states there are no arrangements or understandings under which Mr. Pelzer was selected as a director, and no related party transactions requiring disclosure under Item 404(a). The accompanying press release, furnished as Exhibit 99.1, states that the board now has ten directors, nine of whom are independent, and that 40% of directors have been appointed within the last five years. The release describes Mr. Pelzer as Chief Operating Officer at Spotnana and a former CFO of F5, with prior roles at SAP, Concur, Deutsche Bank and Credit Suisse. For investors, this is a governance event rather than a financial one: the filing contains no financial results, guidance, or compensation figures for the company. The most notable item is the addition of a director with a finance and audit background to the Audit Committee.

Mar 26, 2025 8-K

NetApp 8-K Report, Material Agreement (Mar 17, 2025)

On March 12, 2025, NetApp, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for a public offering of $625,000,000 aggregate principal amount of 5.500% Senior Notes due 2032 and $625,000,000 aggregate principal amount of 5.700% Senior Notes due 2035. The offering was made under the company's Form S-3 shelf registration statement and a prospectus supplement filed March 13, 2025. On March 17, 2025, NetApp entered into a Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee, establishing the terms of the notes. Interest is payable semi-annually on March 17 and September 17, beginning September 17, 2025, and the notes mature on March 17, 2032 and March 17, 2035, respectively. NetApp intends to use part of the net proceeds to repay its outstanding 1.875% Senior Notes due 2025 at maturity, with the remainder for general corporate purposes. The indenture contains limited covenants restricting secured debt on principal property, certain sale and lease-back transactions, and consolidations, mergers or asset sales. Events of default include payment failures, covenant non-compliance and bankruptcy-related events, which could trigger acceleration of the full principal. Counsel Wilson Sonsini Goodrich & Rosati also issued a legality opinion dated March 17, 2025.

Mar 17, 2025 8-K

NetApp 8-K Report, Material Agreement (Mar 5, 2025)

On March 5, 2025, NetApp, Inc. entered into a Second Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The agreement amends and restates the Company's Amended and Restated Credit Agreement dated as of January 22, 2021, as amended. It provides a $1.0 billion unsecured revolving credit facility, with a $50.0 million sublimit for letters of credit, maturing March 5, 2030, with an option to extend the maturity for two additional one-year periods, subject to conditions. Proceeds may be used for general corporate purposes and as liquidity support for the Company's commercial paper program. As of March 5, 2025, no borrowings or letters of credit were outstanding. The facility carries interest at a base rate or an adjusted term SOFR rate plus a spread tied to the Company's senior unsecured debt ratings from Moody's and S&P, ranging from 0% to 0.325% for base rate loans and 0.805% to 1.325% for adjusted term SOFR loans. The agreement requires compliance with a maximum leverage ratio measured quarterly, along with customary affirmative and negative covenants, and includes customary events of default, including change of control defaults. An expansion option allows the Company, subject to certain requirements, to request up to an additional $500.0 million, for a potential total commitment of $1.5 billion. The filing also incorporates the credit agreement by reference under Item 2.03, and lists the agreement as Exhibit 10.1 along with an Inline XBRL cover page as Exhibit 104.

Mar 5, 2025 8-K

NetApp 8-K Report, Financial Results (Feb 27, 2025)

NetApp, Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release reporting results for its third quarter of fiscal 2025, which ended January 24, 2025. Net revenues were $1.64 billion, compared to $1.61 billion a year earlier, a year-over-year increase of 2%. GAAP net income was $299 million ($1.44 per diluted share) versus $313 million ($1.48) in the prior-year quarter, and non-GAAP net income was $397 million ($1.91 per share) versus $410 million ($1.94). Cash provided by operations was $385 million, compared to $484 million a year earlier, and the company returned $306 million to stockholders through share repurchases and cash dividends. Cash, cash equivalents and investments totaled $2.26 billion at quarter end. management's commentary acknowledged that third-quarter top-line performance was below its standards, while operating margin was ahead of and EPS in line with its expectations. The all-flash array annualized net revenue run rate reached $3.8 billion, up 10% year-over-year, and first-party and marketplace cloud storage services revenue again grew more than 40% year-over-year. The company guided fourth-quarter fiscal 2025 net revenues to $1.65 billion to $1.80 billion and narrowed full-year fiscal 2025 net revenue guidance to $6.49 billion to $6.64 billion, with GAAP EPS of $5.49 to $5.59 and non-GAAP EPS of $7.17 to $7.27. Other disclosed items include an agreement to sell the Spot by NetApp FinOps business to Flexera, the appointment of Wissam Jabre as executive vice president and chief financial officer effective March 10, 2025, and a next quarterly cash dividend of $0.52 per share payable April 23, 2025.

Feb 27, 2025 10-Q

NetApp Quarterly Report for Q3 Ended Jan 24, 2025

NetApp, Inc. reported results for the third quarter and first nine months of fiscal 2025, ended January 24, 2025. Net revenues were $1,641 million for the quarter, up from $1,606 million a year earlier, and $4,840 million for the nine months, up from $4,600 million. Net income was $299 million for the quarter, versus $313 million a year earlier, and $846 million for the nine months, versus $695 million. Diluted net income per share was $1.44 for the quarter and $4.03 for the nine months. Income from operations was $362 million for the quarter and $989 million for the nine months. Cash, cash equivalents and short-term investments totaled $2,261 million at January 24, 2025, down from $3,252 million at April 26, 2024. The decline reflected $900 million of share repurchases, repayment of a $400 million 3.30% Senior Notes maturity, $319 million of dividends and $133 million of capital expenditures, partly offset by $831 million of operating cash flow. Total debt principal was $2,000 million, and the company reported a net working capital deficit of $287 million. Management stated that its cash requirements are expected to be met for at least the next 12 months. The company also disclosed a restructuring plan that reduced its global workforce by approximately 4%, and an agreement to sell its Spot by NetApp cloud optimization business to Flexera for $70 million in up-front cash plus up to $49 million contingent on performance, with closing expected in the fourth quarter of fiscal 2025. Public Cloud revenues rose to $174 million in the quarter from $151 million, while Hybrid Cloud product revenues rose to $758 million from $747 million.

Feb 27, 2025 8-K

NetApp 8-K Report, Executive Changes (Feb 26, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on February 26, 2025 to report a leadership change. Effective March 3, 2025, Elizabeth (Beth) O'Callahan, currently Executive Vice President, Chief Legal Officer, Interim Chief Human Resources Officer and Secretary, will permanently take on the Chief Human Resources Officer responsibilities and additional operations and administration responsibilities. Her title changes to Executive Vice President, Chief Administrative Officer and Secretary. Under the expanded role, she will continue overseeing Legal, Compliance, Government Relations, and Sustainability, and will assume responsibility for Human Resources, Workplace Experience, and Corporate Communications. The Talent and Compensation Committee of the Board approved changes to her compensation package, with a new annual base salary of $715,000 effective March 3, 2025. She will remain eligible for the company's standard executive compensation and benefit programs. The filing states that the appointment is intended to enhance focus, strengthen collaboration, and drive execution across the business by consolidating related functions under one leader. The company's press release on the appointment is filed as Exhibit 99.1.

Feb 26, 2025 8-K

NetApp 8-K Report, Executive Changes (Jan 28, 2025)

On January 28, 2025, NetApp, Inc. announced the appointment of Wissam Jabre as Executive Vice President and Chief Financial Officer and principal financial officer, effective March 10, 2025. He replaces Michael J. Berry, who previously announced his retirement on August 28, 2024. Berry will remain with the company in a senior advisor role to assist with an orderly transition of his duties. Jabre most recently served as executive vice president and chief financial officer of Western Digital Corporation from January 2022, and previously as senior vice president and chief financial officer of Dialog Semiconductor Plc from March 2016 to August 2021. He has served on the board of MKS Instruments, Inc. since November 2024, including on its audit committee. The filing states his offer letter provides an annual base salary of $750,000, an annual incentive compensation target of 130% of base salary, and multiple equity grants including $3,750,000 in fiscal 2024 PBRSUs, $3,750,000 in fiscal 2025 PBRSUs, and $7,500,000 in service-vested RSUs. The offer letter also includes a $6,565,500 sign-on bonus, payable within 30 days of his start date, subject to clawback if he voluntarily leaves within 24 months: full repayment on or before 12 months and 50% repayment after 12 months but on or before 24 months. The Board approved his entry into the company's standard Change of Control Severance Agreement and Indemnification Agreement, both effective March 10, 2025.

Jan 28, 2025 10-Q

NetApp Quarterly Report for Q2 Ended Oct 25, 2024

NetApp, Inc. reported results for the second quarter and first six months of fiscal 2025, ended October 25, 2024. Net revenues rose to $1,658 million in the quarter from $1,562 million a year earlier, and to $3,199 million for the six months from $2,994 million. Net income was $299 million for the quarter, up from $233 million, and diluted net income per share was $1.42 versus $1.10. Income from operations was $345 million in the quarter compared with $304 million in the prior-year quarter. The filing attributes revenue growth mainly to higher product revenues, driven by C-Series all-flash array systems, with services revenues also increasing, led by public cloud and support. Cash, cash equivalents and short-term investments fell to $2.22 billion from $3.25 billion at April 26, 2024. The decline reflected $700 million of share repurchases, a $400 million repayment of 3.30% Senior Notes at maturity, $213 million of dividends and $132 million of taxes on net share settlement of stock awards, partly offset by $446 million of operating cash flow. Total debt principal was $2.0 billion, and the company reported a net working capital deficit of $378 million, largely because $750 million of notes moved to current liabilities. Total stockholders' equity was $892 million. The company also disclosed restructuring plans that reduced its global workforce by approximately 2%, with charges of $29 million in the first six months. Remaining performance obligations totaled $4.4 billion. Management stated that the company was in compliance with its debt covenants and that disclosure controls were effective as of October 25, 2024.

Nov 25, 2024 8-K

NetApp 8-K Report, Financial Results (Nov 21, 2024)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its second quarter of fiscal year 2025, which ended October 25, 2024. Net revenues were $1.66 billion, compared to $1.56 billion a year earlier, a year-over-year increase of 6%. GAAP net income was $299 million and GAAP diluted net income per share was $1.42, versus $1.10 in the prior-year quarter. Non-GAAP net income per share was $1.87, compared to $1.58. Billings were $1.59 billion, up 9% year over year, and all-flash array annualized net revenue run rate reached a record $3.8 billion, an increase of 19%. Cash, cash equivalents and investments were $2.22 billion at quarter end, down from $3.25 billion at April 26, 2024, and total debt-related balances fell as current portion of long-term debt rose to $749 million. Cash provided by operations was $105 million, compared to $135 million a year earlier. The company returned $406 million to stockholders through share repurchases and cash dividends during the quarter. NetApp updated its fiscal 2025 outlook, guiding full-year net revenues to $6.540 billion to $6.740 billion and GAAP earnings per share to $5.48 to $5.68 (non-GAAP $7.20 to $7.40). For the third quarter, it expects net revenues of $1.610 billion to $1.760 billion and GAAP EPS of $1.41 to $1.51 (non-GAAP $1.85 to $1.95). The next quarterly cash dividend is $0.52 per share, payable January 22, 2025.

Nov 21, 2024 8-K

NetApp 8-K Report, Executive Changes (Sep 12, 2024)

On September 11, 2024, NetApp, Inc. held its annual meeting of stockholders, where shareholders approved an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan"). The Board had previously approved the amendment, subject to stockholder approval, to increase the share reserve by an additional 3,250,000 shares of common stock, add a number of compensation governance best practices, and make other clarifying and conforming changes. The full 2021 Plan, as amended effective September 11, 2024, is attached as Exhibit 10.1. The filing states that a description of the plan's material terms appeared in the definitive proxy statement filed on July 26, 2024. All nine director nominees were elected to serve until the next annual meeting of stockholders. Stockholders also approved, on an advisory basis, the Named Executive Officer compensation, with 158,142,708 votes for and 7,935,380 against. The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 25, 2025 was approved, with 168,559,074 votes for and 15,474,914 against. The 2021 Plan amendment received 111,026,080 votes for and 55,721,429 votes against, with 208,536 abstentions and 17,362,688 broker nonvotes, and was approved. The filing does not describe any change in management or the Board beyond the director elections.

Sep 12, 2024 8-K

NetApp 8-K Report, Financial Results (Aug 28, 2024)

NetApp, Inc. (NTAP) furnished a press release reporting results for its first quarter of fiscal year 2025, which ended July 26, 2024. Net revenues were $1.54 billion, compared to $1.43 billion a year earlier, a year-over-year increase of 8%. GAAP net income was $248 million and GAAP diluted net income per share was $1.17, versus $0.69 in the prior-year quarter. Non-GAAP net income per share was $1.56, compared to $1.15. Billings were $1.45 billion, up 12% year over year, and all-flash array annualized net revenue run rate reached $3.4 billion, an increase of 21%. Cash, cash equivalents and investments totaled $3.02 billion, and the company returned $507 million to stockholders through share repurchases and cash dividends. Cash provided by operations was $341 million, compared to $453 million a year earlier. For the second quarter of fiscal 2025, NetApp guided to net revenues of $1.565 billion to $1.715 billion and GAAP earnings per share of $1.27 to $1.37 (non-GAAP $1.73 to $1.83). For full fiscal 2025, the company updated guidance to net revenues of $6.480 billion to $6.680 billion, GAAP EPS of $5.17 to $5.37, and non-GAAP EPS of $7.00 to $7.20. The company also declared a next cash dividend of $0.52 per share, payable October 23, 2024. The filing also disclosed that Executive Vice President and Chief Financial Officer Michael J. Berry will retire by May 23, 2025. He will remain in the role until a successor is named and the transition is complete, and the company will conduct a comprehensive search for his replacement.

Aug 28, 2024 10-Q

NetApp Quarterly Report for Q1 Ended Jul 26, 2024

NetApp, Inc. reported net revenues of $1,541 million for the first quarter of fiscal 2025 (three months ended July 26, 2024), up from $1,432 million a year earlier. Income from operations was $282 million versus $178 million, and net income was $248 million, or $1.17 per diluted share, compared with $149 million, or $0.69 per diluted share, in the prior-year quarter. Product revenues rose to $669 million from $590 million, and services revenues rose to $872 million from $842 million. The filing attributes the product increase mainly to higher sales of C-Series all-flash array systems, and the services increase to higher support contract value, growth in professional services, and higher public cloud demand. Cash flow and capital return were the main drains on liquidity. Net cash from operating activities was $341 million, down from $453 million, largely due to a $221 million decline in accrued expenses tied to fiscal 2024 incentive and commission payouts. The company repurchased about 3 million shares for $400 million and paid $107 million in dividends. Cash, cash equivalents and short-term investments fell to $3,017 million from $3,252 million. Senior notes of $750 million due June 2025 and $400 million due September 2024 were reclassified to current liabilities, which pushed the company to a net working capital deficit of $191 million. The company also recorded a restructuring plan this quarter that reduces the global workforce by approximately 2%, with $17 million of charges. Remaining performance obligations totaled $4.5 billion, with about 50% expected to be recognized within 12 months. Management states that the company has no material changes to its risk factors or critical accounting policies since its fiscal 2024 Form 10-K.

Aug 28, 2024 10-K

NetApp Annual Report, Year Ended Apr 26, 2024

NetApp, Inc. reported fiscal 2024 (year ended April 26, 2024) net revenues of $6,268 million, a decrease from $6,362 million in fiscal 2023, driven by lower product revenues partially offset by higher services revenues. Product revenues fell to $2,849 million from $3,049 million, while services revenues rose to $3,419 million from $3,313 million. Gross margin improved to 71% from 66%, largely due to lower component and freight costs in Hybrid Cloud product revenues, and income from operations increased to $1,214 million from $1,018 million. Net income declined to $986 million from $1,274 million, primarily because fiscal 2023 benefited from a $524 million discrete tax benefit tied to an intra-entity IP transfer, while fiscal 2024 recorded a $277 million tax provision. Management described a weakened demand environment in fiscal 2024, characterized by cloud optimizations and increased budget scrutiny, which resulted in smaller deal sizes, longer selling cycles, and delayed deals. Cash flow from operations was $1,685 million, up from $1,107 million. The company returned capital to shareholders through $900 million of share repurchases and $416 million of dividends, and it authorized an additional $1.0 billion repurchase on May 23, 2024. Cash, cash equivalents and short-term investments totaled $3,252 million, against $2,400 million of senior notes principal, with $400 million of that principal classified as current. The filing highlights the Public Cloud segment, which grew to $611 million of revenue from $575 million, and the company's ongoing investment in research and development, which rose to $1,029 million from $956 million. Management expects fiscal 2025 capital expenditures between $150 million and $200 million and notes that macroeconomic uncertainty could reduce customer demand further.

Jun 10, 2024 8-K

NetApp 8-K Report, Financial Results (May 30, 2024)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release as Exhibit 99.1 reporting results for the fourth quarter and fiscal year 2024, which ended April 26, 2024. Fourth-quarter net revenues were $1.67 billion, up from $1.58 billion a year earlier, and fiscal 2024 net revenues were $6.27 billion, compared with $6.36 billion in fiscal 2023, a year-over-year decrease of 1%. GAAP net income for the fiscal year was $986 million, down from $1.27 billion, while non-GAAP net income rose to $1.38 billion from $1.23 billion. Fiscal 2024 GAAP diluted EPS was $4.63 versus $5.79, and non-GAAP diluted EPS was $6.46 versus $5.59. Cash provided by operations rose to $1.69 billion from $1.11 billion, and free cash flow was $1.53 billion compared with $868 million. The company also reported all-flash array annualized revenue run rate of $3.6 billion, up 17% year over year, and set fiscal-year records for annual gross margin, operating margin, EPS, operating cash flow and free cash flow. Management guided fiscal 2025 net revenues to $6.450 billion to $6.650 billion, with GAAP diluted EPS of $4.96 to $5.16 and non-GAAP EPS of $6.80 to $7.00. In a separate Item 8.01 disclosure, the Board on May 23, 2024 authorized an additional $1 billion share repurchase with no expiration date, on top of $0.5 billion remaining as of April 26, 2024. The quarterly dividend was increased to $0.52 per share, payable July 24, 2024 to holders of record on July 5, 2024.

May 30, 2024 8-K

NetApp 8-K Report, Executive Changes (Apr 9, 2024)

NetApp, Inc. (NTAP) filed this Form 8-K on April 9, 2024 under Item 5.02, announcing a change in its principal accounting officer. The Company appointed Daniel De Lorenzo as Vice President, Controller and Chief Accounting Officer, and designated him as principal accounting officer, each effective April 8, 2024. The appointment was made on April 4, 2024. Mike Berry continues as Chief Financial Officer and principal financial officer, and is no longer the principal accounting officer. Mr. De Lorenzo, age 41, previously served as Senior Director, Assistant Corporate Controller from January 2020 to March 2024, and as Director, External Reporting and Technical Accounting from August 2017 to January 2020. He joined NetApp in November 2011 and previously worked at PricewaterhouseCoopers. The filing states he has no family relationships with the Company's officers or directors, and reports no related party transactions under Item 5.02 or Item 404(a) of Regulation S-K. His compensation as Vice President, Controller and Chief Accounting Officer includes a base salary of $370,000 annually and participation in the annual incentive plan, with a fiscal 2024 target award of 48% of base salary, prorated between his prior and new position targets. He has also entered into the Company's standard executive officer indemnification agreement.

Apr 9, 2024 8-K

NetApp 8-K Report, Financial Results (Feb 29, 2024)

NetApp, Inc. furnished a press release (Exhibit 99.1) dated February 29, 2024, reporting financial results for its third quarter of fiscal year 2024, which ended January 26, 2024. Net revenues were $1.61 billion, compared to $1.53 billion in the third quarter of fiscal year 2023, a year-over-year increase of 5%. GAAP net income was $313 million ($1.48 per diluted share) versus $65 million ($0.30 per share) a year earlier, while non-GAAP net income was $410 million, or $1.94 per diluted share. Cash provided by operations was $484 million, and the company returned $203 million to stockholders through share repurchases and cash dividends. Cash, cash equivalents and investments totaled $2.92 billion at quarter end. The company reported All-flash array annualized revenue run rate of $3.4 billion, up 21% year-over-year. Public Cloud annualized revenue run rate was $608 million, roughly flat year-over-year. Billings were $1.69 billion, up 7% year-over-year. GAAP gross margin was 72% and non-GAAP gross margin was 73%, with GAAP operating margin of 23% and non-GAAP operating margin of 30%. For guidance, NetApp expects fourth-quarter fiscal 2024 net revenues of $1.585 billion to $1.735 billion, with GAAP EPS of $1.25 to $1.35 and non-GAAP EPS of $1.73 to $1.83. For full fiscal 2024, the company updated its outlook to net revenues of $6.185 billion to $6.335 billion, GAAP EPS of $4.52 to $4.62, and non-GAAP EPS of $6.40 to $6.50. A next quarterly cash dividend of $0.50 per share is payable April 24, 2024.

Feb 29, 2024 10-Q

NetApp Quarterly Report for Q3 Ended Jan 26, 2024

NetApp, Inc. reported its third quarter of fiscal 2024 (ended January 26, 2024) with net revenues of $1.61 billion, up from $1.53 billion a year earlier, while nine-month net revenues of $4.60 billion declined from $4.78 billion. Net income was $313 million for the quarter versus $65 million in the prior-year quarter, and diluted EPS was $1.48 versus $0.30. For the nine months, net income was $695 million compared with $1.03 billion a year earlier, which included a prior-year $524 million discrete tax benefit from an intra-entity IP transfer. Product revenue rose 10% in the quarter to $747 million, driven by higher QLC-flash array sales, while nine-month product revenue fell 11% on softer demand for hybrid systems. Services revenue grew 3% for the nine months to $2.56 billion, with public cloud revenue up 8% to $459 million. Gross margin improved to 71.7% in the quarter from 65.6%, reflecting lower component and freight costs after supply chain improvements. Operating income for the quarter was $366 million, up from $172 million, and restructuring charges fell to $13 million from $87 million. Cash, cash equivalents and short-term investments totaled $2.9 billion at quarter end, down from $3.07 billion at fiscal year-end, as the company spent $800 million on share repurchases and $312 million on dividends. Total debt principal remained $2.4 billion, with $400 million of 3.30% notes reclassified to current liabilities because they mature in September 2024. The company declared a $0.50 per share quarterly dividend on February 22, 2024. Management cited a weakened demand environment characterized by cloud optimizations and increased budget scrutiny, and warned that further macroeconomic deterioration could reduce customer demand. The filing states there have been no material changes to risk factors since the fiscal 2023 Form 10-K.

Feb 29, 2024 10-Q

NetApp Quarterly Report for Q2 Ended Oct 27, 2023

NetApp, Inc. reported net revenues of $1.56 billion for the second quarter of fiscal 2024 (three months ended October 27, 2023), down from $1.66 billion a year earlier, and $2.99 billion for the first six months versus $3.26 billion in the prior-year period. The decline was primarily driven by lower product revenues, partially offset by higher services revenues. Net income fell to $233 million for the quarter from $750 million, and to $382 million for the six months from $964 million; the prior-year period included a $524 million discrete tax benefit from an intra-entity IP transfer. Management cites a weakened demand environment characterized by cloud optimizations and increased budget scrutiny, while supply chain conditions substantially improved, lowering product component and freight costs. Cash, cash equivalents and short-term investments totaled $2.62 billion at October 27, 2023, down from $3.07 billion at April 28, 2023. During the first six months, the company repurchased approximately 9 million shares for $700 million and paid $209 million in dividends, while operating cash flow was $588 million. The company had $2.4 billion in principal amount of Senior Notes outstanding, with $400 million classified as current following the reclassification of the notes due September 2024. Stockholders' equity declined to $770 million from $1.16 billion. On November 21, 2023, the company declared a cash dividend of $0.50 per share. The filing also discloses that the company is involved in patent litigation brought by non-practicing entities and other third parties, with no material accrual recorded as of October 27, 2023. Management did not identify any material changes to risk factors since the Form 10-K for the year ended April 28, 2023.

Nov 30, 2023 8-K

NetApp 8-K Report, Financial Results (Nov 28, 2023)

NetApp, Inc. filed this Form 8-K on November 28, 2023 under Item 2.02 to furnish its press release reporting results for the second quarter of fiscal year 2024, which ended October 27, 2023. Net revenues were $1.56 billion, compared to $1.66 billion in the second quarter of fiscal year 2023, a year-over-year decrease of 6%, or 8% in constant currency. Hybrid Cloud segment revenue was $1.41 billion and Public Cloud segment revenue was $154 million. GAAP net income was $233 million, versus $750 million a year earlier, while non-GAAP net income was $334 million, versus $326 million. GAAP diluted EPS was $1.10 and non-GAAP diluted EPS was $1.58, compared to $1.48 a year ago. Cash provided by operations was $135 million, and the company returned $403 million to stockholders through share repurchases and cash dividends. Management guided third-quarter fiscal 2024 net revenues to $1.51 billion to $1.67 billion, with GAAP EPS of $1.17 to $1.27 and non-GAAP EPS of $1.64 to $1.74. For full fiscal 2024, net revenues are expected to be down approximately 2% year over year, with GAAP EPS of $4.15 to $4.35 and non-GAAP EPS of $6.05 to $6.25. The company also declared a next cash dividend of $0.50 per share, payable January 24, 2024. The press release highlights product launches such as the ASA C-Series, an extended Ransomware Recovery Guarantee, and Keystone performance and availability guarantees.

Nov 28, 2023 8-K

NetApp 8-K Report, Executive Changes (Nov 16, 2023)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on November 16, 2023 to report two governance actions. First, on November 15, 2023, the Board increased its authorized size from nine to ten directors and appointed Anders Gustafsson to fill the new seat. Gustafsson will serve on the Talent and Compensation Committee and will receive the standard non-employee director compensation described in the company's July 27, 2023 proxy statement. He is also expected to enter the company's standard director indemnification agreement. The filing states there are no arrangements or related party transactions requiring disclosure in connection with his appointment. Second, effective November 15, 2023, the Board adopted Amended and Restated Bylaws. The updates address virtual stockholder meetings, adjournment and voting standards, and advance notice procedures for director nominations and stockholder proposals, including changes reflecting the SEC's universal proxy rules under Rule 14a-19. The bylaws also expand director and officer indemnification provisions, clarify the non-officer status of an independent non-executive Board chair, and eliminate the requirement to issue physical stock certificates. The filing describes these as largely procedural and conforming changes. The filing attaches a press release announcing Gustafsson's appointment, which states that the Board will have ten directors, nine of whom are independent. Gustafsson is executive chair of Zebra Technologies and previously served as its CEO. The filing does not report any financial results or material financial impacts.

Nov 16, 2023 8-K

NetApp 8-K Report, Executive Changes (Sep 15, 2023)

NetApp, Inc. (NTAP) reported in this Form 8-K, filed September 15, 2023, the results of its annual meeting of stockholders held September 13, 2023. Stockholders approved two share-reserve increases: an additional 3,000,000 shares for the Employee Stock Purchase Plan and an additional 12,700,000 shares for the 2021 Equity Incentive Plan. Both amendments were previously approved by the Board subject to stockholder approval, and their material terms are described in the company's July 28, 2023 definitive proxy statement. All nine director nominees were elected, including T. Michael Nevens, Deepak Ahuja, Gerald Held, Kathryn M. Hill, Deborah L. Kerr, George Kurian, Carrie Palin, Scott F. Schenkel and George T. Shaheen. Stockholders approved the advisory vote on named executive officer compensation and the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 26, 2024. Stockholders did not approve a stockholder proposal regarding a special shareholder meeting improvement. On the frequency of future say-on-pay votes, the largest share of votes was for one year, so the company will continue to hold an advisory vote on named executive officer compensation every year.

Sep 15, 2023 10-Q

NetApp Quarterly Report for Q1 Ended Jul 28, 2023

NetApp, Inc. reported net revenues of $1,432 million for the first quarter of fiscal 2024 (three months ended July 28, 2023), down from $1,592 million in the prior-year quarter, a decrease of 10%. The decline was primarily driven by lower product revenues, which fell to $590 million from $786 million, partially offset by higher services revenues of $842 million versus $806 million. Management attributes the weaker product results to softening customer demand and cites a weakened demand environment characterized by cloud optimizations and increased budget scrutiny. Net income was $149 million, or $0.69 per diluted share, compared with $214 million, or $0.96 per diluted share, a year earlier. Income from operations was $178 million versus $255 million. Cash flow from operations was $453 million, up from $281 million in the prior-year period, aided by a $332 million decrease in accounts receivable. Cash, cash equivalents and short-term investments totaled $2.975 billion at quarter end, a decrease of $95 million during the quarter, as the company repurchased $400 million of common stock and paid $106 million in dividends. Long-term debt principal was $2.4 billion, and a $1.0 billion revolving credit facility remained undrawn. The company initiated a restructuring plan in the quarter that reduced its global workforce by approximately 1% and terminated certain real estate leases, generating restructuring charges of $26 million. Total stockholders' equity declined to $873 million from $1,159 million at fiscal year-end, reflecting share repurchases, dividends and the retained earnings balance falling to zero.

Aug 29, 2023 8-K

NetApp 8-K Report, Financial Results (Aug 23, 2023)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its first quarter of fiscal year 2024, which ended July 28, 2023. Net revenues were $1.43 billion, compared to $1.59 billion in the first quarter of fiscal year 2023, a year-over-year decrease of 10%. Billings were $1.30 billion, down 17% year over year. GAAP net income was $149 million ($0.69 diluted EPS), versus $214 million ($0.96) a year earlier, while non-GAAP net income was $249 million ($1.15 per diluted share) compared to $269 million ($1.20). Cash provided by operations was $453 million, up from $281 million, and free cash flow was $418 million. The company returned $506 million to stockholders through share repurchases and cash dividends. For the second quarter of fiscal 2024, NetApp guided net revenues to $1.455 billion to $1.605 billion, with GAAP EPS of $0.90 to $1.00 and non-GAAP EPS of $1.35 to $1.45. For full fiscal 2024, the company reiterated guidance that net revenues will be down year over year in the low-to-mid single digits on a percentage basis, with GAAP EPS of $3.75 to $3.95 and non-GAAP EPS of $5.65 to $5.85. The next cash dividend of $0.50 per share is payable October 25, 2023. The quarter's business highlights centered on product launches, including the ASA A-Series all-flash SAN systems, a Ransomware Recovery Guarantee, and ONTAP One being included on all AFF, ASA and FAS systems. Public Cloud annualized revenue run rate rose 6% to $619 million, while all-flash array ARR fell 7% to $2.8 billion.

Aug 23, 2023 8-K

NetApp 8-K Report, Executive Changes (Aug 10, 2023)

NetApp, Inc. (NTAP) filed a Current Report on Form 8-K on August 10, 2023, disclosing a leadership change in its accounting function under Item 5.02. Robert Parks, the Company's Vice President and Chief Accounting Officer, informed the Company on August 4, 2023 of his intent to resign, effective September 15, 2023. The filing states that Mr. Parks plans to pursue another opportunity and that his resignation is not the result of any dispute or disagreement with the Company. To fill the role on an interim basis, the Company has designated Michael J. Berry, Executive Vice President and Chief Financial Officer, as principal accounting officer, effective upon Mr. Parks' departure. The filing notes that Mr. Berry's biographical information appears in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2023, filed June 14, 2023. No new compensatory arrangements will be entered into with Mr. Berry in connection with his interim service. For investors, the filing is a routine governance disclosure with no financial results or compensation changes. The key points are the timing of the departure and the interim assignment of the principal accounting officer duties to the CFO.

Aug 10, 2023 10-K

NetApp Annual Report, Year Ended Apr 28, 2023

NetApp, Inc. (NASDAQ: NTAP) reported net revenues of $6,362 million for fiscal 2023 (ended April 28, 2023), up from $6,318 million in fiscal 2022, with net income rising to $1,274 million from $937 million and diluted net income per share of $5.79 versus $4.09. The increase in net income was aided by a discrete tax benefit of $524 million from an intra-entity transfer of intellectual property, which produced a benefit from income taxes of $208 million for the year. Income from operations declined to $1,018 million from $1,157 million, and the company cited softening customer demand, lower product revenues (down 7% to $3,049 million), and higher restructuring charges of $120 million, which followed workforce reductions of approximately 8% in the fourth quarter. Services revenues grew 9% to $3,313 million, driven by public cloud revenues of $575 million (up 45%) and support revenues. Cash, cash equivalents and short-term investments fell to $3,070 million from $4,134 million, primarily because of $850 million in share repurchases, $432 million in dividends, and $491 million for the Instaclustr acquisition. Senior notes principal stood at $2,400 million, and the company declared an additional $1.0 billion stock repurchase authorization on May 26, 2023, with $402 million remaining under the existing program as of year-end. Management stated that global economic uncertainty had a material adverse effect on demand in fiscal 2023 and that it may observe further reductions in customer demand in fiscal 2024. The company expects capital expenditures of $175 million to $225 million for fiscal 2024 and has outstanding transition tax payments of approximately $303 million scheduled through fiscal 2026.

Jun 14, 2023 8-K

NetApp 8-K Report, Material Agreement (May 31, 2023)

NetApp, Inc. filed this Form 8-K on May 31, 2023 to report fourth-quarter and fiscal year 2023 results (year ended April 28, 2023), approve a revised form of indemnification agreement for directors and officers, and disclose an additional $1 billion share repurchase authorization. For fiscal 2023, net revenues were $6.36 billion, compared to $6.32 billion in fiscal 2022, and GAAP net income was $1.27 billion, compared to $937 million. Fourth-quarter net revenues were $1.58 billion, compared to $1.68 billion a year earlier, and billings were $1.67 billion, compared to $2.02 billion, a year-over-year decrease of 17%. Fiscal 2023 operating cash flow was $1.11 billion, compared to $1.21 billion in fiscal 2022, and the company returned $1.28 billion to shareholders through repurchases and dividends. Management guided fiscal 2024 net revenues to be down year-over-year in the low-to-mid single digits on a percentage basis. Full-year fiscal 2024 GAAP EPS guidance is $3.98 to $4.18, and non-GAAP EPS guidance is $5.65 to $5.85. For the first quarter of fiscal 2024, net revenue is expected in the range of $1.325 billion to $1.475 billion, with GAAP EPS of $0.62 to $0.72 and non-GAAP EPS of $1.00 to $1.10. The board authorized repurchases of up to an additional $1 billion of common stock with no expiration date, and the next cash dividend of $0.50 per share is payable on July 26, 2023. The Public Cloud segment grew, with fiscal 2023 revenue of $575 million compared to $396 million, while Hybrid Cloud revenue declined to $5.79 billion from $5.92 billion.

May 31, 2023 10-Q

NetApp Quarterly Report for Q3 Ended Jan 27, 2023

NetApp, Inc. reported results for the third quarter of fiscal 2023 (ended January 27, 2023). Net revenues were $1,526 million, down from $1,614 million a year earlier, while net revenues for the nine months rose to $4,781 million from $4,638 million. Net income was $65 million for the quarter, versus $252 million a year earlier, and $1,029 million for the nine months, versus $678 million. The nine-month net income was boosted by a discrete tax benefit of $524 million from an intra-entity transfer of intellectual property, partly offset by $69 million of discrete tax expense tied to a Danish Supreme Court ruling. Product revenues fell in both periods, while services revenues rose, with public cloud revenues up to $150 million in the quarter from $110 million. The filing also notes a restructuring plan expected to reduce the global workforce by approximately 8%, with restructuring charges of $87 million in the quarter and $109 million for the nine months. Cash, cash equivalents and short-term investments were $3,141 million at January 27, 2023, down from $4,134 million at April 29, 2022. The decline was driven by $700 million of share repurchases, $326 million of dividends, a $250 million repayment of senior notes, and $491 million, net of cash acquired, for the Instaclustr acquisition, partly offset by $872 million of operating cash flow. Total senior notes principal was $2,400 million, and a $1.0 billion revolving credit facility was undrawn. Management stated that liquidity is sufficient for at least the next 12 months. The filing also cites macroeconomic pressures, including inflation, supply chain constraints, and a slowdown in customer demand in the second and third quarters, along with foreign exchange volatility and the discontinuation of operations in Russia, Belarus, and certain regions of Ukraine. Total stockholders' equity was $1,102 million, and total assets were $9,710 million.

Mar 1, 2023 8-K

NetApp 8-K Report, Financial Results (Feb 22, 2023)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its third quarter of fiscal 2023, which ended January 27, 2023. Net revenues were $1.53 billion, compared to $1.61 billion in the prior-year quarter, a year-over-year decrease of 5% (2% in constant currency). Billings were $1.57 billion, down 11% year over year (7% in constant currency). GAAP net income was $65 million ($0.30 per diluted share), versus $252 million ($1.10 per share) a year earlier, while non-GAAP net income was $301 million ($1.37 per share) versus $330 million ($1.44 per share). The company said both GAAP and non-GAAP year-over-year comparisons include an unfavorable foreign currency impact of approximately $30 million on net income and $0.14 per share. Cash flow and capital return were steady. Cash provided by operations was $377 million, up from $260 million, and cash, cash equivalents and investments totaled $3.1 billion at quarter end. NetApp returned $308 million to shareholders through share repurchases and cash dividends during the quarter. Public Cloud segment revenue rose to $150 million from $110 million, and Public Cloud annualized revenue run rate reached $605 million, up 29%, while All-flash array ARR declined 12% to $2.8 billion. Guidance for the fourth quarter of fiscal 2023 calls for net revenues of $1.475 billion to $1.625 billion, with GAAP EPS of $0.92 to $1.02 and non-GAAP EPS of $1.30 to $1.40. For full fiscal 2023, net revenues are expected to be flat year over year, with GAAP EPS of $5.48 to $5.68 and non-GAAP EPS of $5.30 to $5.50. The filing also notes a next cash dividend of $0.50 per share payable April 26, 2023.

Feb 22, 2023 8-K

NetApp 8-K Report, Exit or Disposal Costs (Jan 31, 2023)

On January 31, 2023, NetApp, Inc. announced a plan to restructure and reduce its workforce to realign resources toward its biggest opportunities, citing macroeconomic challenges and a reduced spending environment. The company expects to reduce its worldwide headcount by approximately 8%, with the reduction substantially implemented through the end of the fourth quarter of fiscal 2023. NetApp expects aggregate restructuring charges of approximately $85 to $95 million, consisting primarily of employee severance and benefit costs. Most of these charges are expected to be cash expenditures, and the majority is expected to be recognized in the third quarter of fiscal 2023. The filing notes that actual results may differ materially from these estimates and that additional unanticipated costs may arise. The CEO's employee email, filed as Exhibit 99.1, describes the changes as part of sharpening strategy, adapting the cost structure, and focusing on areas best positioned for growth. It notes that in parts of EMEA and APAC, the realignment and potential employee impact are subject to ongoing local consultation processes.

Jan 31, 2023 10-Q

NetApp Quarterly Report for Q2 Ended Oct 28, 2022

NetApp, Inc. reported results for the second quarter and first six months of fiscal 2023, ended October 28, 2022. Net revenues rose 6% to $1.66 billion in the quarter and 8% to $3.26 billion for the six months, with growth in both product and services revenues. Public Cloud revenues grew 63% in the quarter to $142 million, helped by the Instaclustr acquisition. Income from operations was $282 million in the quarter versus $294 million a year earlier. Net income was $750 million for the quarter, far above the prior-year $224 million, mainly because of a discrete $524 million tax benefit from an intra-entity transfer of intellectual property to the company's new international headquarters in Ireland. Cash, cash equivalents and short-term investments fell to $3.03 billion from $4.13 billion at April 29, 2022. The decline reflected a $491 million acquisition (net of cash acquired), $500 million of share repurchases, $218 million of dividends and the $250 million repayment of 3.25% Senior Notes due December 2022. Operating cash flow was $495 million for the six months, compared with $540 million a year earlier. Total principal debt stood at $2.4 billion, and the company had a $1.0 billion undrawn revolving credit facility. The filing notes macroeconomic uncertainty, inflation, supply chain constraints and a slowdown in customer demand during the quarter. It also says Russia-related sanctions had no significant impact on results in the quarter or the six months. Management reports that a 2019 securities class action was dismissed with prejudice after final approval on September 1, 2022.

Dec 1, 2022 8-K

NetApp 8-K Report, Financial Results (Nov 29, 2022)

NetApp, Inc. filed this Form 8-K on November 29, 2022 to furnish a press release (Exhibit 99.1) reporting results for the second quarter of fiscal year 2023, which ended October 28, 2022. The company reported net revenues of $1.66 billion, up 6% year-over-year (12% in constant currency), with product revenue of $837 million, up 3% year-over-year. Billings were $1.60 billion, up 3% year-over-year. GAAP net income was $750 million, or $3.41 per diluted share, compared with $224 million, or $0.98, a year earlier. Non-GAAP net income was $326 million, or $1.48 per share, versus $292 million, or $1.28, in the prior-year quarter. The GAAP results include a benefit of $524 million from an intra-entity intellectual property transfer, which the company excludes from non-GAAP results. NetApp reported that its Public Cloud annualized revenue run rate rose 55% year-over-year to $603 million, and its All-flash array annualized revenue run rate increased 2% to $3.1 billion. Operating cash flow was $214 million, and the company returned $258 million to shareholders through repurchases and dividends during the quarter. Cash, cash equivalents and investments totaled $3.03 billion at quarter end. For the third quarter of fiscal 2023, NetApp guided to net revenues of $1.525 billion to $1.675 billion, with GAAP EPS of $0.88 to $0.98 and non-GAAP EPS of $1.25 to $1.35. For full fiscal 2023, it expects revenue growth of 2% to 4%, Public Cloud ARR of about $700 million at year end, and GAAP EPS of $6.29 to $6.49 (non-GAAP $5.30 to $5.50). The company also declared a next cash dividend of $0.50 per share, payable January 25, 2023.

Nov 29, 2022 8-K

NetApp 8-K Report, Executive Changes (Nov 16, 2022)

NetApp, Inc. (NTAP) filed this Form 8-K on November 16, 2022 to report an executive departure under Item 5.02. The filing states that on November 15, 2022, the company announced that Matthew Fawcett informed NetApp of his intent to retire from his position as Executive Vice President and Chief Strategy Officer, effective February 28, 2023. To ensure an orderly transition, Mr. Fawcett has agreed to work with the Company and its board of directors and provide transition services between November 18, 2022 and February 28, 2023. The filing does not disclose a successor, financial results, or any financial figures. For investors, the filing is a routine leadership-change disclosure rather than a material financial event. The main points to note are the timing of the retirement and the defined transition period, which gives the company roughly three months to plan for the role's responsibilities.

Nov 16, 2022 8-K

NetApp 8-K Report, Shareholder Vote Results (Sep 14, 2022)

At NetApp, Inc.'s annual meeting of stockholders held on September 9, 2022, stockholders elected all nine board nominees: T. Michael Nevens, Deepak Ahuja, Gerald Held, Kathryn M. Hill, Deborah L. Kerr, George Kurian, Carrie Palin, Scott F. Schenkel, and George T. Shaheen. Each nominee received substantially more votes for than against, though Nevens (166,464,970 for; 12,917,115 against) and Shaheen (165,219,808 for; 14,155,604 against) drew the most opposition. Abstentions did not affect director elections. Stockholders also approved, on an advisory basis, the compensation of the Named Executive Officers, with 169,499,335 votes for and 9,885,130 against. They ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 28, 2023, with 186,052,296 votes for and 12,935,839 against. A stockholder proposal requesting that the Board consider a special shareholder meeting improvement was not approved, receiving 79,585,070 votes for and 99,587,676 against, with 314,690 abstentions and 19,554,726 broker nonvotes.

Sep 14, 2022 10-Q

NetApp Quarterly Report for Q1 Ended Jul 29, 2022

NetApp, Inc. reported net revenues of $1.59 billion for the first quarter of fiscal 2023 (three months ended July 29, 2022), up from $1.46 billion in the prior-year quarter. Product revenues were $786 million and services revenues were $806 million, with public cloud revenues of $132 million, compared with $79 million a year earlier. Income from operations was $255 million versus $249 million, and net income was $214 million, or $0.96 per diluted share, compared with $202 million and $0.88 per diluted share. The filing notes that foreign currency fluctuations adversely affected net revenue growth by approximately four percentage points, and that a $32 million gain from the sale of a minority equity interest contributed to other income. Cash, cash equivalents and short-term investments declined to $3.44 billion from $4.13 billion at April 29, 2022. The decrease reflected the $491 million net cash outflow for the Instaclustr acquisition, $350 million of share repurchases, and $110 million of dividends, partially offset by $281 million of operating cash flow. Total stockholders' equity fell to $657 million from $838 million, and the company's principal debt balance remained $2.65 billion. In August 2022, NetApp called for redemption of its $250 million 3.25% Senior Notes due December 2022 at a price of $252 million. The filing describes ongoing supply chain constraints and inflationary pressure that increased component and freight costs, as well as Hybrid Cloud product gross margins that decreased by approximately six percentage points. The company also disclosed a $1.0 billion revolving credit facility with no amounts drawn, a remaining repurchase authorization of $0.9 billion, and a declared quarterly dividend of $0.50 per share payable October 26, 2022.

Aug 30, 2022 8-K

NetApp 8-K Report, Financial Results (Aug 24, 2022)

NetApp, Inc. furnished a press release as Exhibit 99.1 reporting financial results for its first quarter of fiscal year 2023, which ended July 29, 2022. Net revenues rose 9% year-over-year to $1.59 billion (13% in constant currency), with Hybrid Cloud segment revenue of $1.46 billion and Public Cloud segment revenue of $132 million, up from $79 million. GAAP net income was $214 million, or $0.96 per diluted share, compared with $202 million and $0.88 a year earlier. Non-GAAP net income was $269 million, or $1.20 per diluted share. Billings were $1.56 billion, up 13% year-over-year. The company reported $3.44 billion in cash, cash equivalents and investments at quarter end, and cash provided by operations of $281 million. It returned $460 million to shareholders through share repurchases and cash dividends during the quarter. Balance sheet data show total debt (current and long-term) of $2.64 billion, and stockholders' equity declined to $657 million from $838 million. For guidance, NetApp expects second-quarter fiscal 2023 net revenues of $1.595 billion to $1.745 billion, with GAAP EPS of $0.93 to $1.03 and non-GAAP EPS of $1.28 to $1.38. For full fiscal 2023, it expects net revenue growth of 6% to 8%, GAAP EPS of $4.09 to $4.29, and non-GAAP EPS of $5.40 to $5.60. The next quarterly cash dividend is $0.50 per share, payable October 26, 2022.

Aug 24, 2022