NetApp (NTAP) 10-K risk factor changes: FY2024 vs FY2023

*Hybrid Cloud* offers a [added: unified data storage] portfolio of storage management and infrastructure solutions that help customers [removed: recast] [added: modernize] their [removed: traditional] data [removed: centers into modern data centers with the power of the cloud.][added: centers.]

[removed: Intelligent data] [added: Data] management software

NetApp ONTAP software is our foundational technology that underpins NetApp's critical storage solutions in the [added: on-premises] data center and [removed: the cloud.][added: in private and public clouds.]

ONTAP provides the flexibility to design and deploy a storage environment across the broadest range of architectures – from [removed: on-premises,] [added: on-premises to] hybrid, [removed: public,] [added: private,] and [removed: private] [added: public] clouds.

Data [removed: integrity] [added: integrity, safety,] and [removed: safety] [added: business continuity] are at the heart of any company’s data center.

With [removed: NetApp’s] [added: the] extensive software tools and [removed: utilities,] [added: utilities delivered in ONTAP One, our all-in-one software license,] customers can realize their business continuity goals with time, costs, and personnel savings.

NetApp SnapCenter Backup Management [removed: software] [added: software] is designed to deliver high-performance backup and recovery for database and application workloads hosted on ONTAP storage.

[removed: NetApp SnapMirror Data Replication software] can replicate data at high speeds across environments.

[added: SnapMirror delivers] robust data management capabilities for virtualization, protecting critical data while providing the flexibility to move data between locations and storage tiers, including cloud service providers.

NetApp [removed: Astra (Astra)] [added: Astra] is a fully managed application-aware data management service built for emerging Kubernetes workloads container infrastructures.

AFF C-Series [removed: arrays] [added: arrays, powered by ONTAP,] are sustainable, scalable, and secure solutions for Tier 1 and Tier 2 applications.

[removed: AFF C-series] [added: NetApp All-Flash FAS with capacity flash (AFF C-Series)] provides customers capacity flash performance and affordability, so that customers do not need to make [removed: compromises.][added: compromises on price or performance.]

NetApp FAS Storage Arrays provide customers with a balance of performance and capacity running [removed: either] disk drives or hybrid-flash configurations.

[removed: On] [added: Built on] the SANtricity storage operating system, the E/EF-Series storage appliances are designed for performance-sensitive workloads like real-time analytics, [removed: high performance] [added: high-performance] computing, and databases.

Using the industry-standard object APIs like the Amazon Simple Storage Service (S3), [removed: the] StorageGRID [removed: solution, running on the ElementOS data management storage operating system,] is provided as a NetApp-branded storage solution and as a software-defined solution on third-party hardware.

This portfolio includes cloud storage and [removed: data services and cloud operations] [added: CloudOps] services.

[removed: The platform is anchored by] [added: In addition, NetApp offers] NetApp Cloud Volumes [removed: ONTAP,] [added: ONTAP on AWS, Google Cloud, and Microsoft Azure,] a cloud-based software for customers who wish to manage their own cloud storage infrastructure.

[removed: It is] [added: Our cloud storage services are] based on the same ONTAP data management software that underpins our storage infrastructure offerings.

Fully managed cloud storage offerings are available natively on Microsoft Azure as Azure NetApp Files, on AWS as Amazon FSx for NetApp ONTAP, and on Google Cloud as [removed: NetApp] [added: Google] Cloud [removed: Volumes Service for Google Cloud.][added: NetApp Volumes.]

At the heart of our public cloud storage and data service offerings is [removed: NetApp BlueXP.][added: NetApp BlueXP.]

BlueXP is a unified control plane that enables customers to manage their entire data landscape through one single, [added: web-based] SaaS-delivered [removed: point of control.][added: control point.]

BlueXP Compliance service provides data discovery, mapping, and classification driven by [removed: artificial intelligence] [added: AI] algorithms with automated controls and reporting for data privacy regulations such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and more.

Our Spot by NetApp suite of products [removed: delivers a platform for cloud operations, enabling] [added: enables] customers to deploy and operate cloud applications reliably and securely in their choice of [removed: the cloud] [added: public clouds] while reducing costs and complexity.

Combining machine learning, predictive analytics, and cloud automation, the Spot [added: by NetApp] platform continuously optimizes cloud infrastructure and operations to deliver scalable, reliable, and secure application infrastructure.

[removed: Another cloud operations service is Instaclustr, our platform that] [added: Instaclustr] provides fully managed open-source databases, pipelines, and workflow applications delivered as a service.

Instaclustr helps organizations deliver cloud-native applications at scale by operating and supporting [removed: their] [added: the] data infrastructure through its SaaS platform for those designing and building around open-source [removed: technologies.][added: technologies while not wanting to maintain that infrastructure themselves.]

Our portfolio of offerings [removed: include] [added: includes storage-as-a-service (STaaS),] strategic consulting, professional, managed, and support services.

NetApp [removed: strategic] [added: strategic] consulting [removed: services] [added: services] provide executive-level, high-touch consulting engagements to help organizations facilitate the alignment of their business and technology goals.

[removed: Highly] [added: Our highly] skilled [removed: services] [added: service] experts help [removed: enable secure,] [added: ensure secure and] optimized [removed: environments that deliver the] [added: environments, delivering] consistent, high-quality outcomes [removed: customers expect] [added: that meet customers' expectations] from the start.

NetApp [removed: Managed Services] [added: Managed Services can] optimize [added: the] performance and efficiency [removed: in] [added: of your IT infrastructure, whether you have a] hybrid cloud [removed: and] [added: or] on-premises [removed: environments.][added: environment.]

Our [added: experienced] NetApp experts [removed: use] [added: follow a] proven methodology and [added: industry] best practices to monitor, administer, operate, and optimize [removed: customer environments so their organization's] [added: your] IT [removed: staff is free to focus on initiatives to move the business forward.][added: environment.]

[removed: NetApp Keystone] [added: NetApp Keystone] is our pay-as-you-grow, [removed: storage-as-a-service (STaaS)] [added: STaaS] offering that delivers a seamless hybrid cloud experience for those preferring operating expense consumption models to upfront capital expense or leasing.

With a unified management console and monthly bill for both on-premises and cloud data storage services, Keystone lets organizations [removed: provision and] [added: provision,] monitor, and even move storage spend across their hybrid cloud environment for financial and operational flexibility.

[removed: Personalized] [added: We offer personalized] support options [added: that] provide actionable intelligence to resolve problems faster, [removed: reduce] [added: minimize] downtime, and optimize [added: the] performance of the entire NetApp ecosystem.

Global enterprises, local businesses, and government [removed: installations] [added: agencies] look to NetApp and our ecosystem of partners to help maximize the business value of their IT and cloud investments.

During fiscal [removed: 2023,] [added: 2024,] sales through our indirect channels represented [removed: 78%] [added: 76%] of our net revenues.

As of April [removed: 28, 2023,] [added: 26, 2024,] our worldwide sales and marketing functions consisted of approximately [removed: 5,700] [added: 5,300] managers, sales representatives and technical support personnel.

We have offices in approximately [removed: 25] [added: 24] countries.

Sales to customers Arrow Electronics, Inc. and [removed: Tech Data] [added: TD Synnex] Corporation [added: each] accounted for [removed: 24% and 21%] [added: 22%] of our net revenues, respectively, in fiscal [removed: 2023.][added: 2024.]

Customer orders and revenues typically follow intra-quarter seasonality patterns weighted toward the [removed: back] end of the quarter.

NetApp, Inc. (NetApp, we, us, or the Company) helps customers make their data infrastructure more seamless, more dynamic, and higher performing.

Building on over three decades of innovation, we combine unified data storage, integrated data services, and CloudOps solutions to make data infrastructure intelligent.

Our broad portfolio addresses customer priorities: modernizing legacy infrastructure, improving resiliency against ransomware attacks, and building scalable, high-performance data pipelines for artificial intelligence (AI) workloads.

With NetApp, customers can better leverage their data to accelerate innovation, improve operations, and drive competitive advantage.

Our unified data storage delivers flexibility to our customers, enabling them to simply and consistently store any data type and power any workload.

As the only enterprise-grade storage service natively embedded in the world’s largest clouds, we power data across AWS, Microsoft Azure, and Google Cloud.

Our integrated data services enable active data management, security, protection, governance, and sustainability.

Finally, our CloudOps solutions enable adaptive operations across infrastructure, applications, and teams.

Together, these capabilities comprise an intelligent data infrastructure that delivers:

Operational simplicity, so customers can manage complex workloads and eliminate infrastructure silos across apps, data, and clouds.

Cyber resilience and security, so businesses stay up and running with built-in ransomware protection, rapid recovery, and infrastructure observability.

AI innovation, embedding intelligence into data infrastructure to enable AI workloads that deliver new levels of productivity and innovation.

Infrastructure savings, so on-premises and cloud infrastructure spend go further with high-efficiency data storage and automated capacity and cloud cost management.

Sustainability, achieved via energy-efficient technologies, tiering, and analytics.

Scalability and agility to maximize infrastructure and application scalability and team responsiveness.

With the power of on-premises, private cloud and public cloud capabilities to assist customers in modernizing applications with a single solution that supports file, block, and object storage, we deliver a data infrastructure solution for all environments and workloads.

Our Hybrid Cloud portfolio supports structured and unstructured data with unified storage optimized for flash, disk, and cloud storage to handle data-intensive workloads and applications.

NetApp SnapMirror Data Replication software

NetApp All-Flash SAN Array (ASA A-Series & C-Series) is NetApp’s modern block storage with best-in-class speed, efficiency, security, sustainability, and cloud integration to accelerate virtual machines and databases.

ASA arrays are also powered by NetApp ONTAP but optimized simply for SAN workloads.

The ASA includes a 99.9999% guaranteed uptime and guaranteed 4:1 storage efficiency.

As the only provider of enterprise-grade storage services natively embedded in the world’s largest public cloud providers, NetApp helps organizations harness the power of their data and applications.

NetApp’s CloudOps solutions leverage AI to maximize productivity across infrastructure and applications, boost team productivity, and reduce operations costs.

Cloud storage

NetApp's Professional Services offer specialized expertise to minimize risks and simplify the process of designing, implementing, migrating, and integrating NetApp hybrid cloud solutions.

This enables businesses to reap the benefits of new technology investments more quickly.

This allows your organization's IT staff to focus on driving business initiatives forward, without worrying about the day-to-day management of your IT infrastructure.

NetApp Global Support offers a wide range of solutions, including systems, processes, and personnel, to support uninterrupted operation in complex and critical environments.

Our focus is on providing proactive and preemptive technology support to help ensure operational continuity across the NetApp hybrid cloud.

systems.

Our R&D priorities are defined by how we can help customers realize operational simplicity, cyber resilience and security, AI innovation, infrastructure savings and agility, and sustainability.

Legacy vendors are not often encountered in the cloud storage services market as competitors.

many corresponding patents and patent applications in other countries.

We also comply with the China RoHS directive.

Our

We are leaning into digital-first workflows, tools, and resources and programs to continuously promote flexibility, while enabling us to be productive, wherever we are.

We also believe in the value of people being together, building relationships, fostering trust, collaboration and innovation.

We have evolved into a hybrid model, in which employees who are assigned to an office can divide their work between the office and other locations about half the time.

We continue to pilot, test and iterate our approach to support new ways of working and evolving the employee experience.

Prior to her appointment as chief legal officer, Ms. O’Callahan served as senior vice president

NetApp, Inc. (NetApp, we, us or the Company) is a global cloud-led, data-centric software company.

Building on more than three decades of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments.

Our portfolio of cloud services, and storage infrastructure, powered by intelligent data management software, enables applications to run faster, more reliably, and more securely, all at a lower cost.

Our opportunity is defined by the durable megatrends of data-driven digital and cloud transformations.

NetApp helps organizations meet the complexities created by rapid data and cloud growth, multi-cloud management, and the adoption of next-generation technologies, such as AI, Kubernetes, and modern databases.

Our modern approach to hybrid, multicloud infrastructure and data management, which we term ‘evolved cloud’, provides customers the ability to leverage data across their entire estate with simplicity, security, and sustainability which increases our relevance and value to our customers.

In an evolved cloud state, the cloud is fully integrated into an organization’s architecture and operations.

Data centers and clouds are seamlessly united and hybrid multicloud operations are simplified, with consistency and observability across environments.

The key benefits NetApp brings to an organization’s hybrid multicloud environment are:

Operational simplicity: NetApp’s use of open source, open architectures and APIs, microservices, and common capabilities and data services facilitate the creation of applications that can run anywhere.

Flexibility and consistency: NetApp makes moving data and applications between environments seamless through a common storage foundation across on-premises and multicloud environments.

Cyber resilience: NetApp unifies monitoring, data protection, security, governance, and compliance for total cyber resilience - with consistency and automation across environments.

Continuous operations: NetApp uses AI-driven automation for continuous optimization to service applications and store stateless and stateful applications at the lowest possible costs.

Sustainability: NetApp has industry-leading tools to audit consumption, locate waste, and set guardrails to stop overprovisioning.

NetApp's portfolio of cloud services and storage infrastructure is powered by intelligent data management software.

Our hybrid cloud portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations.

We offer a broad portfolio of cloud-connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software.

SnapMirror delivers

NetApp QLC-Flash FAS (AFF C-Series) is NetApp’s newest family of storage infrastructure solutions.

Our enterprise-class solutions and services enable customers to control and manage storage in the cloud, consume high-performance storage services for primary workloads, and optimize cloud environments for cost and efficiency.

Cloud storage, data services, and software

The NetApp Cloud Volumes Platform is an integrated collection of cloud storage infrastructure and data services.

NetApp Professional Services provide the expertise to mitigate risk and streamline the design, implementation, migration, and integration of NetApp hybrid cloud solutions to realize the business benefits of new technology investments faster.

NetApp Global Support supplies systems, processes, and people wherever needed to provide continuous operation in complex and critical environments, with an emphasis on proactive and preemptive technology support for operational continuity across the NetApp hybrid cloud.

Our R&D priorities are to help

customers break down silos to simplify management, create consistency, and deliver observability across on premises and multiple cloud environments.

We rarely see legacy vendors competing in the cloud.

proceedings.

We are not currently subject to a cap-and-trade system or any other mitigation measures that could be material to our operations, nor are we aware of any such measures that will impact us in the near future.

Our 401(k) plan gives employees more options to maximize retirement savings with pre-tax, Roth and after-tax contributions.

We help our employees prepare for retirement by capitalizing on their total compensation and helping them save.

| | | |

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The rise in cloud usage and commensurate spending is driving customers to search for cloud operations solutions to lower costs and speed development.

For example, in fiscal 2023, we observed a slowdown in demand as a result of continuing global economic uncertainty.

Additionally, customer requirements are evolving in the nascent cloud operations market, which could also adversely impact our opportunity.

An increase in industry consolidation might result in stronger competitors that are better able to compete as full-stack vendors for customers and achieve increased economies of scale in the supply chain.

For example, in fiscal 2023, global economic uncertainty had, and could continue to have, a material adverse impact on the demand for our products.

Additionally, constraints in our supply chain in

fiscal 2023, including higher component and freight costs, resulted, and may continue to result, in increased costs of revenue and delays in fulfillment of certain customer orders.

For the fiscal year ended April [removed: 28, 2023][added: 26, 2024]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of October [removed: 28, 2022,] [added: 27, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $10,276,408,331] [added: $10,897,270,906] (based on the closing price for shares of the registrant’s common stock as reported by the NASDAQ Global Select Market on that date).

On May [removed: 31, 2023, 212,430,865] [added: 30, 2024, 205,801,761] shares of the registrant’s common stock, $0.001 par value, were outstanding.

The information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April [removed: 28, 2023.][added: 26, 2024.]

| Item 1A | | [Risk Factors](#item_1a_risk_factors) | | [removed: 14] [added: 15] |

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 28] [added: 30] |

| Item 2 | | [Properties](#item_2_properties) | | [removed: 28] [added: 31] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 28] [added: 31] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 28] [added: 31] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common) | | [removed: 29] [added: 32] |

| Item 6 | | [\[Reserved\]](#item_6_selected_financial_data) | | [removed: 32] [added: 35] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_mda) | | [removed: 33] [added: 36] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_and_qualitative) | | [removed: 50] [added: 52] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements) | | [removed: 52] [added: 54] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_and_disagreements) | | [removed: 91] [added: 92] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_and_procedures) | | [removed: 91] [added: 92] |

| Item 9B | | [Other Information](#item_9b_other_information) | | [removed: 91] [added: 92] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item9c) | | [removed: 91] [added: 93] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_officers) | | [removed: 92] [added: 94] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 92] [added: 94] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership) | | [removed: 92] [added: 94] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships) | | [removed: 92] [added: 94] |

| Item 14 | | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees) | | [removed: 92] [added: 94] |

| Item 15 | | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement) | | [removed: 92] [added: 94] |

| [Signatures](#signatures) | | | | [removed: 99] [added: 101] |

the overall growth, technological trends and market changes in the storage and data [removed: management, and cloud operations markets;][added: management solutions market;]

our ability to develop, introduce and gain market acceptance for new and differentiated [removed: hardware and software products, solutions and services] [added: offerings] without disruption;

our ability to maintain our gross [removed: profit] margins;

| Item 1C | | [Cybersecurity](#item_1b_unresolved_staff_comments) | | 30 |

our ability to anticipate trends related to the development and use of artificial intelligence (AI), including generative AI, which impacts the adoption of intelligent data infrastructure;

our ability to successfully execute on our evolved cloud strategy;

Risk Management and Strategy

The Company regularly assesses risks from cybersecurity threats, monitors its information systems for potential vulnerabilities, and tests those systems pursuant to the Company’s cybersecurity policies, standards, processes and practices, which are integrated into the Company’s overall risk management system.

To protect the Company’s information systems from cybersecurity threats, the Company uses various security technologies and tools that help the Company identify, escalate, investigate, manage, resolve and recover from security incidents in a timely manner.

These efforts include:

ongoing collection of threat intelligence and environment awareness through monitoring,

data protection management and vulnerability monitoring through data loss prevention and exfiltration tools,

cybersecurity risk management processes and practices,

control assurance,

secure development of new products,

identity and access management,

incident response, auditing and monitoring, and

maintaining a 24x7 security operations center to allow for always available incident response.

The Company takes a risk-based approach to cybersecurity and has implemented cybersecurity policies throughout its operations that are designed to address cybersecurity threats and incidents.

In particular, the Company follows an incident escalation process that is incorporated into our incident and risk management processes.

In the event we identify a cybersecurity incident, our senior management, consisting of the Chief Financial Officer, Chief Security Officer (CSO), and Chief Legal Officer, review the facts and circumstances involved in such cybersecurity incident, or series of related cybersecurity incidents.

The Company partners with third parties to assess the effectiveness of our cybersecurity prevention and response systems and processes, including third-party review of the Company’s Information Security Management System for ISO 27001 controls, assessment of the Company’s cloud products and managed services according to the American Institute of CPAs (AICPA) Service Organization Control (SOC) Audit Type II, and new product validation as part of the Company’s secure development lifecycle.

The Company additionally engages third-party providers in support of endpoint detection and responses, data loss prevention efforts, and incident management efforts.

To date, the Company is not aware of cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.

For additional discussion of cybersecurity risks and potential related impacts on the Company, refer to the risk factors in Part I, Item 1A.

“Risk Factors,” including “If a material cybersecurity or other security breach impacts our services or occurs on our systems, within our supply chain, or on our end-user customer systems, or if stored data is improperly accessed, customers may reduce or cease using our solutions, our reputation may be harmed and we may incur significant liabilities.”

Governance

Our Board of Directors oversees the Company’s risk management process, including cybersecurity risks, directly and through its committees.

The Audit Committee of the Board of Directors oversees the Company’s risk management program, which focuses on the most significant risks the Company faces in the short-, intermediate-, and long-term timeframes.

The Company’s CSO regularly updates each of the Board of Directors and the Audit Committee at least twice a year.

Such updates include a review of cybersecurity risks affecting the company, related metrics, and any incidents or issues that require attention from the Board of Directors.

The CSO provides leadership, strategic direction, and oversight for NetApp's Global Security Risk and Compliance functions and security program.

Global Security executives oversee management of risks and track projects progress, remediations, and any issues related to cybersecurity risks.

NetApp’s CSO, in coordination with the Chief Information Security Officer (CISO) is responsible for leading the assessment and management of cybersecurity risks.

The current CSO and CISO each have over 30 years of experience in IT and information security.

The CSO and CISO stay informed on information security risks through regular meetings on key cybersecurity projects and KPIs.

Updates are communicated to the Global Security Steering Committee, which provides quarterly reports to the Board of Directors and to the Audit Committee.

We owned or leased, domestically and internationally, the following properties as of April [removed: 28, 2023.][added: 26, 2024.]

We lease approximately [removed: 1.3] [added: 1.2] million square feet in other sales offices and research and development facilities throughout the U.S. and internationally.

For a discussion of legal proceedings, see Note 17 – Commitments and Contingencies of the Notes to Consolidated Financial [removed: Statements.][added: Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.]

| | | Fiscal [added: 2024 to Fiscal] 2023 | | | | [removed: | | | |] Fiscal [added: 2023 to Fiscal] 2022 | | | [removed: | | | |]

| First Quarter | | $ | [removed: 76.73] [added: 80.53] | | | $ | [removed: 61.26] [added: 61.54] | | | $ | [removed: 84.19] [added: 76.73] | | | $ | [removed: 73.30] [added: 61.26] | |

| Second Quarter | | $ | [removed: 79.09] [added: 80.02] | | | $ | [removed: 60.56] [added: 71.25] | | | $ | [removed: 94.69] [added: 79.09] | | | $ | [removed: 78.05] [added: 60.56] | |

| Third Quarter | | $ | [removed: 75.19] [added: 91.76] | | | $ | [removed: 58.08] [added: 70.82] | | | $ | [removed: 96.81] [added: 75.19] | | | $ | [removed: 82.50] [added: 58.08] | |

| Fourth Quarter | | $ | [removed: 69.75] [added: 112.48] | | | $ | [removed: 59.74] [added: 83.80] | | | $ | [removed: 96.82] [added: 69.75] | | | $ | [removed: 58.83] [added: 59.74] | |

As of May [removed: 31, 2023] [added: 30, 2024] there were approximately [removed: 443] [added: 418] holders of record of our common stock.

The Company paid cash dividends of $0.50 per outstanding common share in each quarter of fiscal [added: 2024,] 2023 and [removed: fiscal] 2022 for an aggregate of [added: $416 million,] $432 million and $446 million, [removed: respectively, and $0.48 per outstanding common share in each quarter of fiscal 2021 for an aggregate of $427 million.][added: respectively.]

In the first quarter of fiscal [removed: 2024,] [added: 2025,] the Company declared a cash dividend of [removed: $0.50] [added: $0.52] per share of common stock, payable on July [removed: 26, 2023] [added: 24, 2024] to shareholders of record as of the close of business on July [removed: 7, 2023.][added: 5, 2024.]

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend reinvested basis, of an investment of $100 for the Company, the S&P 500 Index, the S&P 500 Information Technology Index and the S&P 1500 Technology Hardware & Equipment Index for the five years ended April [removed: 28, 2023.][added: 26, 2024.]

[removed: ][added: ]

*$100 invested on April [removed: 27, 2018] [added: 26, 2019] in stock or index, including reinvestment of dividends.

| | | April [removed: 2018 | | | | April] 2019 | | | | April 2020 | | | | April 2021 | | | | April 2022 | | | | April 2023 | | | [added: | April 2024 | | |]

The following table provides information with respect to the shares of common stock repurchased by us during the three months ended April [removed: 28, 2023:][added: 26, 2024:]

As of April [removed: 28, 2023,] [added: 26, 2024,] our Board of Directors had authorized the repurchase of up to [removed: $15.1] [added: $16.1] billion of our common stock, and on May [removed: 26, 2023,] [added: 23, 2024,] authorized an additional $1.0 billion.

Since inception of the program through April [removed: 28, 2023,] [added: 26, 2024,] we repurchased a total of [removed: 360] [added: 372] million shares of our common stock for an aggregate purchase price of [removed: $14.7] [added: $15.6] billion.

The following discussion of our financial condition and results of operations should be read together with the financial statements and the accompanying notes set forth under [added: Part II,] Item 8.

The Risk Factors set forth in [added: Part I,] Item 1A.

*Hybrid Cloud* offers a [added: unified data storage] portfolio of storage management and infrastructure solutions that help customers [removed: recast] [added: modernize] their [removed: traditional] data [removed: centers into modern data centers with the power of the cloud.][added: centers.]

This portfolio includes cloud storage and [removed: data services and cloud operations] [added: CloudOps] services.

Continuing [removed: global] economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad have resulted and may continue to result in adverse macroeconomic conditions, including inflation, rising interest rates, foreign exchange volatility, slower growth and possibly a recession.

In particular, in fiscal [removed: 2023,] [added: 2024,] we [removed: experienced] [added: continued to experience] a weakened demand environment, characterized by cloud optimizations and increased budget scrutiny, which resulted in smaller deal sizes, longer selling cycles, and [removed: delays] [added: the delay] of some deals.

If these macroeconomic uncertainties persist or worsen in fiscal [removed: 2024,] [added: 2025,] we may observe a further reduction in customer demand for our offerings, which could impact our operating results.

Supply chain constraints, [removed: particularly] [added: which substantially began to impact us] in the first half of fiscal 2023, led to [removed: higher] [added: elevated] product component and freight costs [removed: in fiscal 2023 compared to] [added: during] fiscal [removed: 2022.][added: 2023.]

| | | April [removed: 28, 2023] [added: 26, 2024] | | | | April [removed: 29, 2022] [added: 28, 2023] | | | | April [removed: 30, 2021] [added: 29, 2022] | | |

| Net revenues | | $ | [removed: 6,362] [added: 6,268] | | | $ | [removed: 6,318] [added: 6,362] | | | $ | [removed: 5,744] [added: 6,318] | |

| Gross profit | | $ | [removed: 4,209] [added: 4,433] | | | $ | [removed: 4,220] [added: 4,209] | | | $ | [removed: 3,815] [added: 4,220] | |

| Gross [removed: profit] margin [removed: percentage] | | | [removed: 66] [added: 71] | % | | | [removed: 67] [added: 66] | % | | | [removed: 66] [added: 67] | % |

| Income from operations | | $ | [removed: 1,018] [added: 1,214] | | | $ | [removed: 1,157] [added: 1,018] | | | $ | [removed: 1,031] [added: 1,157] | |

| Income from operations as a percentage of net revenues | | | [removed: 16] [added: 19] | % | | | [removed: 18] [added: 16] | % | | | 18 | % |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes | | [added: |] $ | [added: 277 | | | $ |] (208 | ) | | [added: | (233 | )% | |] $ | 158 | | | [removed: $] | [removed: 232] [added: (232] | [added: )%] |

| Net income | | $ | [removed: 1,274] [added: 986] | | | $ | [removed: 937] [added: 1,274] | | | $ | [removed: 730] [added: 937] | |

| Diluted net income per share | | $ | [removed: 5.79] [added: 4.63] | | | $ | [removed: 4.09] [added: 5.79] | | | $ | [removed: 3.23] [added: 4.09] | |

| Net cash provided by operating activities | | $ | [removed: 1,107] [added: 1,685] | | | $ | [removed: 1,211] [added: 1,107] | | | $ | [removed: 1,333] [added: 1,211] | |

| | | April [added: 26, 2024 | | | | April] 28, 2023 | | | | April 29, 2022 | | |

| Deferred revenue and financed unearned services revenue | | $ | [removed: 4,313] [added: 4,234] | | | $ | [removed: 4,232] [added: 4,313] | |

*Net revenues*: Our net revenues [removed: increased] [added: decreased] approximately 1% in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022,] [added: 2023,] due to [removed: an increase] [added: a decrease] in [removed: services] [added: product] revenues, [removed: primarily driven] [added: partially offset] by an increase in [removed: public cloud] [added: services] revenues.

*Gross [removed: profit margin percentage:*] [added: margin:*] Our gross [removed: profit] margin [removed: as a percentage of net revenues decreased less than one] [added: increased five] percentage [removed: point] [added: points] in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022 primarily] [added: 2023,] due to the [removed: decrease] [added: increase] in gross [removed: profit] margins on product revenues.

| | | Fiscal 2024 | | | | | | | | Fiscal 2023 | | | | | | |

| NetApp, Inc. | | $ | 100.00 | | | $ | 62.12 | | | $ | 111.64 | | | $ | 112.07 | | | $ | 99.26 | | | $ | 163.77 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 98.44 | | | $ | 147.55 | | | $ | 147.87 | | | $ | 151.80 | | | $ | 188.57 | |

| S&P 500 Information Technology Index | | $ | 100.00 | | | $ | 114.63 | | | $ | 182.34 | | | $ | 185.80 | | | $ | 200.80 | | | $ | 281.12 | |

| S&P 1500 Technology Hardware & Equipment Index | | $ | 100.00 | | | $ | 114.36 | | | $ | 203.35 | | | $ | 231.39 | | | $ | 245.65 | | | $ | 260.23 | |

| January 27, 2024 - February 23, 2024 | | | 322 | | | $ | 87.64 | | | | 370,887 | | | $ | 574 | |

| February 24, 2024 - March 22, 2024 | | | 323 | | | $ | 97.82 | | | | 371,210 | | | $ | 542 | |

| March 23, 2024 - April 26, 2024 | | | 389 | | | $ | 103.09 | | | | 371,599 | | | $ | 502 | |

| Total | | | 1,034 | | | $ | 96.63 | | | | | | | | | |

NetApp makes data infrastructure intelligent by combining unified data storage, integrated data services, and CloudOps solutions.

We create silo-free infrastructure, and harness observability and artificial intelligence to enable seamless data management across environments to help our customers achieve their business priorities.

No matter the data type, workload, or environment, with NetApp customers can modernize their data infrastructure and better leverage their data to accelerate innovation, improve operations, and drive competitive advantage.

Our unified data storage delivers flexibility by enabling customers to store any data type and power any workload, simply and consistently on a single storage operating system, optimized for cloud and flash.

As the only enterprise-grade storage service natively embedded in the world’s largest clouds, our data storage powers any data across AWS, Microsoft Azure, and Google Cloud.

Our integrated data services enable active data management through superior data security, protection, governance, and sustainability.

Our CloudOps solutions enable adaptive operations across infrastructure, applications, and teams.

With the power of on-premises, private cloud and public cloud capabilities to assist customers in modernizing applications with a single solution that supports file, block, and object storage, we deliver a data infrastructure solution for all environments and workloads.

Our Hybrid Cloud portfolio supports structured and unstructured data with unified storage optimized for flash, disk, and cloud storage to handle data-intensive workloads and applications.

As the only provider of enterprise-grade storage services natively embedded in the world’s largest public cloud providers, NetApp helps organizations harness the power of their data and applications.

NetApp’s CloudOps solutions leverage AI to maximize productivity across infrastructure and applications, boost team productivity, and reduce operations costs.

Comparatively, the supply chain substantially improved during fiscal 2024, resulting in lower costs.

Fiscal years 2024, 2023 and 2022, which ended on April 26, 2024, April 28, 2023 and April 29, 2022, respectively, are all 52-week years, with 13 weeks in each of their quarters.

Product revenues as a percentage of net revenues decreased by approximately three percentage points in fiscal 2024 compared to fiscal 2023, while services revenues as a percentage of net revenues increased by approximately three percentage points.

| | | | 2024 | | | | 2023 | | | | % Change | | | | 2022 | | | | % Change | | |

Total product revenues decreased in fiscal 2024 compared to fiscal 2023, primarily due to lower sales of hybrid systems due to softening customer demand, partially offset by an increase in sales of C-Series all-flash array systems.

| | | | 2024 | | | | 2023 | | | | % Change | | | | 2022 | | | | % Change | | |

Support revenues increased in fiscal 2024 compared to fiscal 2023 as a result of a higher aggregate support contract value for our installed base.

Professional and other services revenues remained relatively flat in fiscal 2024 compared to fiscal 2023.

| | | 2024 | | | | 2023 | | | | 2022 | | |

Effective in fiscal 2024, management began evaluating revenues by geographic region based on the location to which products and services are delivered, rather than based on the location from which the customer relationship is managed.

Prior year numbers have been recast to conform to the current year presentation.

| | | | 2024 | | | | 2023 | | | | % Change | | | | 2022 | | | | % Change | | |

Materials costs decreased by approximately $418 million in fiscal 2024 compared to fiscal 2023 reflecting lower component and freight costs as a result of supply chain improvements.

Materials costs were also impacted by the decrease in product revenues in fiscal 2024.

Hybrid Cloud gross margins increased by approximately ten percentage points in fiscal 2024 compared to fiscal 2023 primarily due to lower component and freight costs.

| | | | 2024 | | | | 2023 | | | | % Change | | | | 2022 | | | | % Change | | |

Hybrid Cloud support gross margins were similar in fiscal 2024, fiscal 2023 and fiscal 2022.

Hybrid Cloud professional and other services gross margins decreased by approximately ten percentage points in fiscal 2024 compared to fiscal 2023 while they increased by approximately four percentage points in fiscal 2023 compared to fiscal 2022 primarily due to the mix of services provided.

Unallocated cost of services revenues decreased in fiscal 2024 compared to fiscal 2023 due to certain intangible assets becoming fully amortized during the first quarter of fiscal 2024.

The increase was partially offset by lower salaries expense, reflecting a decrease in average headcount of 7%.

| NetApp, Inc. | | $ | 100.00 | | | $ | 109.09 | | | $ | 67.77 | | | $ | 121.79 | | | $ | 122.26 | | | $ | 108.29 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 112.33 | | | $ | 110.58 | | | $ | 165.75 | | | $ | 166.10 | | | $ | 170.53 | |

| S&P 500 Information Technology Index | | $ | 100.00 | | | $ | 121.88 | | | $ | 139.72 | | | $ | 222.24 | | | $ | 226.45 | | | $ | 244.75 | |

| S&P 1500 Technology Hardware & Equipment Index | | $ | 100.00 | | | $ | 122.50 | | | $ | 140.08 | | | $ | 249.10 | | | $ | 283.44 | | | $ | 300.91 | |

| January 28, 2023 - February 24, 2023 | | | 417 | | | $ | 66.89 | | | | 358,124 | | | $ | 524 | |

| February 25, 2023 - March 24, 2023 | | | 698 | | | $ | 63.11 | | | | 358,822 | | | $ | 480 | |

| March 25, 2023 - April 28, 2023 | | | 1,222 | | | $ | 63.85 | | | | 360,044 | | | $ | 402 | |

| Total | | | 2,337 | | | $ | 65.09 | | | | | | | | | |

NetApp is a global cloud-led, data-centric software company that empowers customers with hybrid multicloud solutions built for a better future.

Building on more than three decades of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments.

NetApp delivers value in simplicity, security, savings, and sustainability with automation and optimization for IT teams to thrive on premises, in the clouds, and everywhere in between.

We are a proven leader in all-flash storage with the only storage OS natively available on the biggest clouds, and we believe we provide industry-leading protection and security, and innovative CloudOps services.

In a world of hybrid multicloud complexity, we envision a better IT experience—an evolved cloud state where on-premises and cloud environments are united as one.

We build solutions that drive faster innovation wherever our customers’ data and applications live, with unified management and AI-driven optimization, giving organizations the freedom to do what’s best for today’s business and the flexibility to adapt for tomorrow.

Our infrastructure, data, and application services are hybrid multicloud by design to deliver a unified experience that is integrated with the rich services of our cloud partners.

Our hybrid cloud portfolio is designed to operate with public clouds to unlock the potential of hybrid, multi-cloud operations.

We offer a broad portfolio of cloud-connected all-flash, hybrid-flash, and object storage systems, powered by intelligent data management software.

Our enterprise-class solutions and services enable customers to control and manage storage in the cloud, consume high-performance storage services for primary workloads, and optimize cloud environments for cost and efficiency.

Supply chain constraints also delayed our ability to fulfill certain customer orders during the first half of fiscal 2023.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Acquisition

On May 20, 2022, we acquired all the outstanding shares of privately-held Instaclustr US Holding, Inc. (Instaclustr), a leading platform provider of fully managed open-source database, pipeline and workflow applications delivered as a service, for approximately $498 million.

Fiscal 2023, which ended on April 28, 2023, and fiscal 2022, which ended on April 29, 2022 were both 52-week years.

Fiscal 2021, which ended on April 30, 2021 was a 53-week year, with 14 weeks included in its first quarter and 13 weeks in each subsequent quarter.

| Gain on sale or derecognition of assets | | | — | | | | — | | | | (3 | ) | |

| | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | |

Product revenues and services revenues as a percentage of net revenues both remained relatively consistent in fiscal 2022 compared to fiscal 2021.

Total product revenues increased in fiscal 2022 compared to fiscal 2021, primarily driven by an increase in sales of all-flash array systems and, to a lesser extent, an increase in sales of StorageGrid, partially offset by a decrease in sales of NetApp HCI.

Supply chain challenges related to the COVID-19 pandemic impeded our ability to fulfill certain customer orders in fiscal 2022, particularly in the fourth quarter.

Support revenues increased in fiscal 2022 compared to fiscal 2021, despite an extra week in the first quarter of fiscal 2021 that contributed approximately $40 million of additional revenues in that period, primarily due to a higher aggregate support contract value for our installed base in fiscal 2022 compared to fiscal 2021.

The increase in fiscal 2022 compared to fiscal 2021 was primarily due to an increase in demand from increased product sales.

Materials costs increased by approximately $156 million in fiscal 2022 compared to fiscal 2021 reflecting the increase in product revenues in fiscal 2022, the mix of systems sold, and higher component and freight costs as a result of COVID-19 related supply chain challenges.

Excess and obsolete inventory reserves were lower in fiscal 2022 compared to fiscal 2021.

Hybrid Cloud product gross margins remained relatively flat in fiscal 2022 compared to fiscal 2021 despite the increase in component and freight costs, which were offset primarily by a higher mix of all-flash array systems sales, which have higher margins than hybrid systems.

Hybrid Cloud support gross margins were relatively consistent in fiscal 2023 compared to fiscal 2022, while they increased by one percentage point in fiscal 2022 compared to fiscal 2021 due to growth in support revenues achieved with a consistent cost base.

Public Cloud gross margins increased by three percentage points in fiscal 2022 compared to fiscal 2021, reflecting efficiencies from scaling our Public Cloud segment.

This increase was partially offset by lower incentive compensation expense.

The information required by Item 10 with respect to our executive officers is incorporated herein by reference from the information under Item 1 – Business of Part I of this Annual Report on Form 10-K under the section entitled “Information About Our Executive Officers.” The information required by Item 10 with respect to the Company’s directors and corporate governance is incorporated herein by reference from the information provided under the headings “Election of Directors” and “Corporate Governance,” respectively, in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April [removed: 28, 2023.][added: 26, 2024.]

The information required by Item 405 of Regulation S-K is incorporated herein by reference from the information provided under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to the extent applicable.

Information regarding the compensation of executive officers and directors of the Company is incorporated by reference from the information under the headings “Executive Compensation and Related Information” and “Director Compensation,” respectively, in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (provided that the information under the heading "Pay Versus Performance" shall not be deemed to be incorporated by reference herein).

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

Information regarding certain relationships and related transactions and director independence is incorporated by reference from the information under the headings “Corporate Governance” and “Certain Transactions with Related Parties” in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

See index to Consolidated Financial Statements in Part II, Item 8 of this Form [removed: 10-K][added: 10-K.]

| 3.2 | | [Bylaws of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312521271444/d203848dex32.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023064506/ntap-ex3_1.htm)] | | 8-K | | 000-27130 | | [removed: 3.2] [added: 3.1] | | [removed: September 13, 2021] [added: November 16, 2023] |

| [removed: 4.3] [added: 4.4] | | [Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/1002047/000119312517299733/d458010dex42.htm) | | 8-K | | 000-27130 | | 4.2 | | September 29, 2017 |

| [removed: 4.4] [added: 4.5] | | [Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312520175676/d949594dex42.htm) | | 8-K | | 000-27130 | | 4.2 | | June 22, 2020 |

| [removed: 4.5] [added: 4.6] | | [Description of Capital Stock of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex4_5.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex4_6.htm)] | | — | | — | | — | | — |

| 10.5* | | [The Company’s Employee Stock Purchase Plan, as amended effective [removed: July 19, 2021.](https://www.sec.gov/Archives/edgar/data/1002047/000119312518234919/d502295ddef14a.htm)] [added: September 13, 2023.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023048229/ntap-ex10_1.htm)] | | [removed: DEF 14A] [added: 8-K] | | 000-27130 | | [removed: Appendix B] [added: 10.1] | | [removed: July 30, 2021] [added: September 14, 2023] |

| [removed: 10.7*] [added: 10.8*] | | [Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan [removed: (Employees).](https://www.sec.gov/Archives/edgar/data/1002047/000119312513454984/d594786dex104.htm)] [added: (Non-Employees Directors).](https://www.sec.gov/Archives/edgar/data/1002047/000095012310059271/f56118exv10w17.htm)] | | [removed: 10-Q] [added: 10-K] | | 000-27130 | | [removed: 10.4] [added: 10.17] | | [removed: November 26, 2013] [added: June 18, 2010] |

| [removed: 10.8*] [added: 10.7*] | | [Form of Restricted Stock Unit Agreement (Employees) approved for use under the Company’s 1999 Stock option Plan, effective June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1014_9.htm) | | 10-K | | 000-27130 | | 10.14 | | June 15, 2020 |

| 10.9* | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Agreement [added: (Non-Employee Directors)] approved for use under the Company’s [removed: amended and restated] 1999 Stock Option [removed: Plan (Non-Employee Director Automatic Stock Option — Initial).](https://www.sec.gov/Archives/edgar/data/1002047/000095013405013074/f10166exv10w29.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018029831/ntap-ex102_7.htm)] | | [removed: 10-K] [added: 10-Q] | | 000-27130 | | [removed: 10.29] [added: 10.2] | | [removed: July 8, 2005] [added: February 11, 2019] |

| 10.10* | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Agreement [added: (Non-Employee Directors)] approved for use under the Company’s [removed: amended and restated] 1999 Stock Option [removed: Plan (Non-Employee Director Automatic Stock Option — Annual).](https://www.sec.gov/Archives/edgar/data/1002047/000095013405013074/f10166exv10w28.htm)] [added: Plan, effective June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1019_12.htm)] | | 10-K | | 000-27130 | | [removed: 10.28] [added: 10.19] | | [removed: July 8, 2005] [added: June 15, 2020] |

| 10.11* | | [Form of Restricted Stock Unit Agreement [added: (Performance-Based) Total Stockholder Return] approved for use under the Company’s [removed: amended and restated] 1999 Stock Option [removed: Plan (Non-Employees Directors).](https://www.sec.gov/Archives/edgar/data/1002047/000095012310059271/f56118exv10w17.htm)] [added: Plan, effective June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1023_14.htm)] | | 10-K | | 000-27130 | | [removed: 10.17] [added: 10.23] | | June [removed: 18, 2010] [added: 15, 2020] |

| [removed: 10.12*] [added: 10.17*] | | [Form of Restricted Stock Unit Agreement [removed: (Non-Employee Directors)] approved for use under the [removed: Company’s 1999 Stock Option Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018029831/ntap-ex102_7.htm)] [added: Company's 2021 Equity Incentive Plan (Non-Employee Director), effective November 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_1.htm)] | | 10-Q | | 000-27130 | | [removed: 10.2] [added: 10.1] | | [removed: February 11, 2019] [added: March 2, 2022] |

| [removed: 10.13*] [added: 10.19*] | | [Form of Restricted Stock Unit Agreement [removed: (Non-Employee Directors)] [added: (Performance-Based) - Total Shareholder Return] approved for use under the [removed: Company’s 1999 Stock Option] [added: Company's 2021 Equity Incentive] Plan, effective [removed: June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1019_12.htm)] [added: July 1, 2022.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_28.htm)] | | 10-K | | 000-27130 | | [removed: 10.19] [added: 10.28] | | June [removed: 15, 2020] [added: 14, 2023] |

| [removed: 10.14*] [added: 10.18*] | | [Form of Restricted Stock Unit Agreement (Performance-Based) [removed: Total Stockholder Return] [added: - Billings] approved for use under the [removed: Company’s 1999 Stock Option] [added: Company's 2021 Equity Incentive] Plan, [removed: effective June 2019.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1023_14.htm)] [added: Effective July 1, 2022.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_27.htm)] | | 10-K | | 000-27130 | | [removed: 10.23] [added: 10.27] | | June [removed: 15, 2020] [added: 14, 2023] |

| [removed: 10.16*] [added: 10.12*] | | [Spotinst Inc. 2016 Equity Incentive Plan.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312520234736/d67157ds8.htm) | | S-8 | | 333-248480 | | 99.1 | | August 28, 2020 |

| [removed: 10.17*] [added: 10.13*] | | [The Company's 2021 Equity Incentive Plan, effective September [removed: 10, 2021.](https://www.sec.gov/Archives/edgar/data/1002047/000120677421001923/ntap3895321-def14a.htm)] [added: 13, 2023.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023048229/ntap-ex10_2.htm)] | | [removed: DEF 14A] [added: 8-K] | | 000-27130 | | [removed: Appendix A] [added: 10.2] | | [removed: July 30, 2021] [added: September 14, 2023] |

| [removed: 10.18*] [added: 10.14*] | | [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_1.htm) | | 10-Q | | 000-27130 | | 10.1 | | December 2, 2021 |

| [removed: 10.19*] [added: 10.15*] | | [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_2.htm) | | 10-Q | | 000-27130 | | 10.2 | | December 2, 2021 |

| [removed: 10.20*] [added: 10.16*] | | [Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017021005014/ntap-ex10_3.htm) | | 10-Q | | 000-27130 | | 10.3 | | December 2, 2021 |

| 10.21* | | [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan [removed: (Non-Employee Director),] [added: (VP and Below),] effective [removed: November 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_1.htm)] [added: May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex10_21.htm)] | | [removed: 10-Q] [added: —] | | [removed: 000-27130] [added: —] | | [removed: 10.1] [added: —] | | [removed: March 2, 2022] [added: —] |

| [removed: 10.22*] [added: 10.24*] | | [removed: [Plexistor] [added: [Cognigo Research] Ltd. Amended and Restated Global Share Incentive Plan [removed: (2014).](https://www.sec.gov/Archives/edgar/data/0001002047/000119312517218502/d418976ds8.htm)] [added: (2016).](https://www.sec.gov/Archives/edgar/data/0001002047/000156459019022791/ntap-s8.htm)] | | S-8 | | [removed: 333-219061] [added: 333-232187] | | 99.1 | | June [removed: 29, 2017] [added: 18, 2019] |

| [removed: 10.24*] [added: 10.25*] | | [CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312521346750/d238693ds8.htm) | | S-8 | | 333-261465 | | 99.1 | | December 2, 2021 |

| [removed: 10.25*] [added: 10.26*] | | [Outside Director Compensation Policy, [added: as amended] effective [removed: November 1, 2021.](https://www.sec.gov/Archives/edgar/data/0001002047/000095017022002669/ntap-ex10_2.htm)] [added: September 13, 2023.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023045061/ntap-ex10_3.htm)] | | 10-Q | | 000-27130 | | [removed: 10.2] [added: 10.3] | | [removed: March 2, 2022] [added: August 29, 2023] |

| [removed: 10.26*] [added: 10.27*] | | [Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1002047/000119312522175139/d336595ds8.htm) | | S-8 | | 333-265648 | | 99.1 | | June 16, 2022 |

| [removed: 10.27*] [added: 10.22*] | | [Form of Restricted Stock Unit Agreement (Performance-Based) [removed: –] [added: -] Billings [removed: approved for use] under the [removed: Company’s] [added: Company's] 2021 Equity Incentive Plan, effective [removed: July 1, 2022](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_27.htm)] [added: May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex10_22.htm)] | | — | | — | | — | | — |

| [removed: 10.28*] [added: 10.23*] | | [Form of Restricted Stock Unit Agreement (Performance-Based) [removed: –] [added: -] Total Shareholder Return [removed: approved for use] under the [removed: Company’s] [added: Company's] 2021 Equity Incentive Plan, effective [removed: July 1, 2022](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_28.htm)] [added: May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex10_23.htm)] | | — | | — | | — | | — |

| [removed: 10.30] [added: 10.28] | | [Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among the NetApp, Inc, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001002047/000119312521014704/d112725d8k.htm) | | 8-K | | 000-27130 | | 10.1 | | January 22, 2021 |

| [removed: 10.31] [added: 10.29] | | [Amendment No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, [removed: the](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm)] [added: the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm)] | | 10-Q | | 000-27130 | | 10.3 | | March 2, 2022 |

| [added: 10.30] | | [removed: [lenders] [added: [Amendment No.2 to Amended and Restated Credit Agreement, dated as of May 3, 2023, by and among the Company, the lenders] from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1002047/000095017023027948/ntap-ex10_32.htm)] | | [added: 10-K] | | [added: 000-27130] | | [added: 10.32] | | [added: June 14, 2023] |

| [removed: 10.33] [added: 10.31] | | [Form of Dealer Agreement between the Company, as issuer, and each Dealer.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516790334/d311449dex102.htm) | | 8-K | | 000-27130 | | 10.2 | | December 12, 2016 |

| [removed: 10.46] [added: 10.32] | | [Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1058_211.htm) | | 10-K | | 000-27130 | | 10.58 | | June 15, 2020 |

| [removed: 10.47] [added: 10.33] | | [Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 2021](https://www.sec.gov/Archives/edgar/data/1002047/000156459021009843/ntap-ex101_47.htm) | | 10-Q | | 000-27130 | | 10.1 | | January 29, 2021 |

| [removed: 10.48] [added: 10.34] | | [Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020041759/ntap-ex101_46.htm) | | 10-Q | | 000-27130 | | 10.1 | | August 28, 2020 |

| [removed: 10.49] [added: 10.35] | | [Underwriting Agreement, dated June 17, 2020, by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.](https://www.sec.gov/Archives/edgar/data/0001002047/000119312520175676/d949594dex11.htm) | | 8-K | | 000-27130 | | 1.1 | | June 17, 2020 |

We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

| 4.3 | | [Second Supplemental Indenture dated June 5, 2014, by and between the Company and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/1002047/000119312514227067/d739441dex41.htm) | | 8-K | | 000-27130 | | 4.1 | | June 5, 2014 |

| 10.20* | | [Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective May 15, 2024](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex10_20.htm). | | — | | — | | — | | — |

| 19.1 | | [Insider Trading Policies and Procedures of the Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex19_1.htm) | | — | | — | | — | | — |

| 97.1 | | [Compensation Recovery Policy of the Company.](https://www.sec.gov/Archives/edgar/data/1002047/000095017024071327/ntap-ex97_1.htm) | | — | | — | | — | | — |

| Daniel De Lorenzo | | | | |

| /s/ ANDERS GUSTAFSSON | | Director | | June 10, 2024 |

| Anders Gustafsson | | | | |

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| 10.15* | | [SolidFire, Inc. 2016 Stock Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516467124/d129742dex992.htm) | | S-8 | | 333-209570 | | 99.2 | | February 17, 2016 |

| 10.23* | | [Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016).](https://www.sec.gov/Archives/edgar/data/0001002047/000156459019022791/ntap-s8.htm) | | S-8 | | 333-232187 | | 99.1 | | June 18, 2019 |

| 10.29 | | [NetApp, Inc. Executive Retiree Health Plan, as amended and restated.](https://www.sec.gov/Archives/edgar/data/1002047/000119312516773699/d298977dex101.htm) | | 8-K | | 000-27130 | | 10.1 | | November 21, 2016 |

| 10.32 | | [Amendment No.2 to Amended and Restated Credit Agreement, dated as of May 3, 2023, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1002047/000095017022002669/ntap-ex10_3.htm) | | — | | — | | — | | — |

| 10.34 | | [Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2016 by and between the Company and Google Inc.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1041_262.htm) | | 10-K | | 000-27130 | | 10.41 | | June 22, 2016 |

| 10.35 | | [First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 11, 2016, by and between the Company and Google Inc.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1042_263.htm) | | 10-K | | 000-27130 | | 10.42 | | June 22, 2016 |

| 10.36 | | [Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of April 8, 2016, by and between the Company and Google Inc.](https://www.sec.gov/Archives/edgar/data/1002047/000156459016020754/ntap-ex1043_264.htm) | | 10-K | | 000-27130 | | 10.43 | | June 22, 2016 |

| 10.37 | | [Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 by and between the Company and Google Inc.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex102_97.htm) | | 10-Q | | 000-27130 | | 10.2 | | November 29, 2017 |

| 10.38 | | [First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 2, 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex103_149.htm) | | 10-Q | | 000-27130 | | 10.3 | | November 29, 2017 |

| 10.39 | | [Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 25, 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459017024351/ntap-ex104_150.htm) | | 10-Q | | 000-27130 | | 10.4 | | November 29, 2017 |

| 10.40 | | [Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 31, 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex101_69.htm) | | 10-Q | | 000-27130 | | 10.1 | | February 22, 2018 |

| 10.41 | | [Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017,](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex102_68.htm) | | 10-Q | | 000-27130 | | 10.2 | | February 22, 2018 |

| | | [by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex102_68.htm) | | | | | | | | |

| 10.42 | | [Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 8, 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex103_66.htm) | | 10-Q | | 000-27130 | | 10.3 | | February 22, 2018 |

| 10.43 | | [Sixth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 10, 2017, by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459018002876/ntap-ex104_67.htm) | | 10-Q | | 000-27130 | | 10.4 | | February 22, 2018 |

| 10.44 | | [Seventh Amendment to the Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 15, 2019 by and between the Company and Google LLC.](https://www.sec.gov/Archives/edgar/data/1002047/000156459019022779/ntap-ex1054_74.htm) | | 10-K | | 000-27130 | | 10.54 | | June 18, 2019 |

| 10.45 | | [Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard.](https://www.sec.gov/Archives/edgar/data/1002047/000156459020029349/ntap-ex1057_210.htm) | | 10-K | | 000-27130 | | 10.57 | | June 15, 2020 |

| 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase Document | | — | | — | | — | | — |

| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | — | | — | | — | | — |

| 101.LAB | | Inline XBRL Taxonomy Label Linkbase Document | | — | | — | | — | | — |

| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | — | | — | | — | | — |

| Robert Parks | | | | |