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SEC Comment Letter for NetApp, (NTAP) — Mar 9, 2026

NetApp, Inc.
Date: March 9, 2026 · CIK: 0001002047 · Accession: 0000000000-26-002384

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File numbers found in text: 000-27130

Date
March 9, 2026
Author
Corporation Finance
Form
UPLOAD
Company
NetApp, Inc.

Letter

Re: NetApp, Inc. Form 10-K for the Year Ended April 25, 2025 Form 10-Q for the Period Ended January 23, 2026 File No. 000-27130 Dear Wissam Jabre:

March 9, 2026

Wissam Jabre Chief Financial Officer NetApp, Inc. 3060 Olsen Drive San Jose, CA 95128

We have limited our review of your filing to the financial statements and related disclosures and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Year Ended April 25, 2025 Risk Factors, page 21

1. You indicate that a reduction in U.S. government demand could materially harm your business, operating results, financial condition or cash flows. To provide greater context to investors about the significance of this customer to your business, please revise to quantify revenues from the U.S. government for the periods presented. As a related matter, please disclose the amount of revenue attributed to U.S. public sector markets for each period presented as part of your Management's Discussion and Analysis on page 40. We note that you provided this information in Exhibit 99.1 to your Form 8-Ks filed on May 29, 2025 and February 26, 2026. Audited Financial Statements 15. Segment, Geographic, and Significant Customer Information, page 83

2. It appears that your Hybrid Cloud segment offers several subcategories of products including all-flash arrays and hybrid flash products. We note the similarities in your storage infrastructure products as outlined in your March 10, 2023 correspondence March 9, 2026 Page 2

to us. However, since that time, it appears that differences between your product offerings in the Hybrid Cloud segment have become more meaningful. For example, in your May 29, 2025 earnings call, management noted that all-flash products comprised approximately two-thirds of segment revenue and highlighted the importance of this product to customers seeking AI-ready infrastructure. In August 2025, management announced that you had taken the lead position in all-flash storage market share. Further, in your February 26, 2026 earnings call, management noted "unlike our all-flash-only competitors, we have a broad portfolio that includes hybrid flash arrays giving us the opportunity to better service price-sensitive workloads". Considering that on page 17 and in earnings calls, management cites product mix as a factor impacting gross margins and ultimately, earnings per share, please disclose revenues from external customers for each of your product lines with the Hybrid Cloud segment. Please also quantify changes in product mix as part of MD&A and provide more substantial analysis to explain how changes in product mix impacted your segment revenue and cost of sales for each period presented. Please supplementally show us what your revised disclosures will look like. Refer to ASC 280-10-50-40 and Item 303(b) of Regulation S-K. 3. Please refer to ASC 280-10-50-30(b) and revise to provide a reconciliation of your total segment gross profit to consolidated income before income taxes and discontinued operations. In addition, please tell us if there are any significant expense categories (for example, components of cost of product revenues, cost of support revenues, cost of professional and other services revenues, or cost of public cloud revenues) that are regularly provided to the CODM and included in segment gross profit. If so, please refer to ASC 280-10-50-26A and tell us how you considered the need to separately disclose these amounts. Form 10-Q for the Period Ended January 23, 2026 Management's Discussion and Analysis of Financial Condition and Results of Operations Discussion and Analysis of Result of Operations, page 27

4. In your February 26, 2026 earnings call, management discussed industry wide conditions such as inflationary pressures and a tight supply environment and indicated that they do not expect this to be a short-term issue. Please revise your MD&A to describe any known trends or uncertainties that had or are reasonably likely to have a material impact on operating results and disclose any actions planned or taken by management to address these challenges. For example, we note that you raised prices at the start of the fourth quarter. Refer to Items 303(b) and (c) of Regulation S-K. March 9, 2026 Page 3

In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361 with any questions.

Sincerely,
Division of
Corporation Finance
Office of Technology

Show Raw Text
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<TEXT>
 March 9, 2026

Wissam Jabre
Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128

 Re: NetApp, Inc.
 Form 10-K for the Year Ended April 25, 2025
 Form 10-Q for the Period Ended January 23, 2026
 File No. 000-27130
Dear Wissam Jabre:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended April 25, 2025
Risk Factors, page 21

1. You indicate that a reduction in U.S. government demand could materially
harm your
 business, operating results, financial condition or cash flows. To
provide greater context
 to investors about the significance of this customer to your business,
please revise to
 quantify revenues from the U.S. government for the periods presented. As
a related
 matter, please disclose the amount of revenue attributed to U.S. public
sector markets for
 each period presented as part of your Management's Discussion and
Analysis on page 40.
 We note that you provided this information in Exhibit 99.1 to your Form
8-Ks filed on
 May 29, 2025 and February 26, 2026.
Audited Financial Statements
15. Segment, Geographic, and Significant Customer Information, page 83

2. It appears that your Hybrid Cloud segment offers several subcategories
of products
 including all-flash arrays and hybrid flash products. We note the
similarities in
 your storage infrastructure products as outlined in your March 10, 2023
correspondence
 March 9, 2026
Page 2

 to us. However, since that time, it appears that differences between
your product
 offerings in the Hybrid Cloud segment have become more meaningful. For
example, in
 your May 29, 2025 earnings call, management noted that all-flash
products comprised
 approximately two-thirds of segment revenue and highlighted the
importance of this
 product to customers seeking AI-ready infrastructure. In August 2025,
management
 announced that you had taken the lead position in all-flash storage
market share. Further,
 in your February 26, 2026 earnings call, management noted "unlike our
all-flash-only
 competitors, we have a broad portfolio that includes hybrid flash arrays
giving us the
 opportunity to better service price-sensitive workloads". Considering
that on page 17 and
 in earnings calls, management cites product mix as a factor impacting
gross margins and
 ultimately, earnings per share, please disclose revenues from external
customers for each
 of your product lines with the Hybrid Cloud segment. Please also
quantify changes in
 product mix as part of MD&A and provide more substantial analysis to
explain how
 changes in product mix impacted your segment revenue and cost of sales
for each period
 presented. Please supplementally show us what your revised disclosures
will look like.
 Refer to ASC 280-10-50-40 and Item 303(b) of Regulation S-K.
3. Please refer to ASC 280-10-50-30(b) and revise to provide a
reconciliation of your total
 segment gross profit to consolidated income before income taxes and
discontinued
 operations. In addition, please tell us if there are any significant
expense categories (for
 example, components of cost of product revenues, cost of support
revenues, cost of
 professional and other services revenues, or cost of public cloud
revenues) that are
 regularly provided to the CODM and included in segment gross profit. If
so, please refer
 to ASC 280-10-50-26A and tell us how you considered the need to
separately disclose
 these amounts.
Form 10-Q for the Period Ended January 23, 2026
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Discussion and Analysis of Result of Operations, page 27

4. In your February 26, 2026 earnings call, management discussed industry
wide conditions
 such as inflationary pressures and a tight supply environment and
indicated that they do
 not expect this to be a short-term issue. Please revise your MD&A to
describe any known
 trends or uncertainties that had or are reasonably likely to have a
material impact on
 operating results and disclose any actions planned or taken by
management to address
 these challenges. For example, we note that you raised prices at the
start of the fourth
 quarter. Refer to Items 303(b) and (c) of Regulation S-K.
 March 9, 2026
Page 3

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>