← Back to EXTR filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Extreme Networks, Inc. · 10-K · FY 2026 · Period ended Jun 30, 2026
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF EXTREME NETWORKS, INC.
Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID 248) 48
Consolidated Balance Sheets 51
Consolidated Statements of Operations 52
Consolidated Statements of Comprehensive Income (Loss) 53
Consolidated Statements of Stockholders' Equity 54
Consolidated Statements of Cash Flows 55
Notes to Consolidated Financial Statements 56
47
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Extreme Networks, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Extreme Networks, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated August 14, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Customer Rebates Determined to be Variable Consideration
As described further in Note 3 to the consolidated financial statements, sales to stocking distributors are made under terms allowing certain price adjustments in the form of rebates. Frequently, distributors need to sell at a price lower than the contractual distribution price in order to win business and submit rebate requests for the Company’s pre-approval prior to selling the product to a customer at the discounted price. At the time the distributor invoices its end customer or soon thereafter, the distributor submits a rebate claim to the Company to adjust the distributor’s cost from the contractual price to the pre-approved lower price. After the Company verifies that the claim was pre-approved, a credit memo is issued to the distributor for the rebate claim. In determining the transaction price, the Company considers these customer rebates to be variable consideration. Such price adjustments are estimated based on an analysis of historical claims at the distributor level.
The principal consideration for our determination that customer rebates determined to be variable consideration is a critical audit matter is that the estimates made in determining the customer rebates involve significant judgments. Evaluating the appropriateness of these estimates requires a high degree of auditor judgment and increased audit effort.
48
Our audit procedures related to the customer rebates determined to be variable consideration included the following, among others:
•Tested the design and operating effectiveness of controls over the Company’s estimation of variable consideration for stocking distributor rebates, including:
oHistorical actual rebate claims
oEstimates of future rebate claims
oEnd customer pricing
oChannel inventory
•Identified sources of data and factors that management used in forming the assumptions, and considered whether such data and factors are relevant, reliable, and sufficient.
•Evaluated potential contrary evidence, including the historical accuracy of management’s estimates by comparing the estimated reserve rate to the actual reserve rate in subsequent periods.
•Confirmed inventory held in the channel with a sample of stocking distributors.
/s/ Grant Thornton LLP
We have served as the Company’s auditor since 2021.
San Francisco, California
August 14, 2026
49
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Extreme Networks, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Extreme Networks, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2026, and our report dated August 14, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Grant Thornton LLP
San Francisco, California
August 14, 2026
50
EXTREME NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
June 30, 2026 June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 211,758 $ 231,745
Accounts receivable, net 164,593 126,708
Inventories 69,950 102,578
Prepaid expenses and other current assets 103,495 74,265
Total current assets 549,796 535,296
Property and equipment, net 58,095 44,366
Operating lease right-of-use assets, net 25,700 38,655
Goodwill 397,769 399,574
Intangible assets, net 3,066 6,541
Other assets 143,395 128,786
Total assets $ 1,177,821 $ 1,153,218
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 89,389 $ 63,939
Accrued compensation and benefits 69,827 62,895
Accrued warranty 10,953 9,684
Current portion of deferred revenue 329,713 325,078
Current portion of long-term debt, net of unamortized debt issuance costs of $659 and $729, respectively 19,341 14,271
Current portion of operating lease liabilities 11,341 11,456
Other accrued liabilities 62,109 100,552
Total current liabilities 592,673 587,875
Deferred revenue, less current portion 323,077 292,415
Long-term debt, less current portion, net of unamortized debt issuance costs of $618 and $1,276, respectively 144,382 163,724
Operating lease liabilities, less current portion 19,502 33,991
Deferred income taxes 7,404 7,033
Other long-term liabilities 2,193 2,596
Commitments and contingencies (Note 9)
Stockholders’ equity:
Convertible preferred stock, $0.001 par value, issuable in series, 2,000 shares authorized; none issued — —
Common stock, $0.001 par value, 750,000 shares authorized; 157,203 and 152,673 shares issued, respectively; 131,216 and 132,064 shares outstanding, respectively 157 153
Additional paid-in capital 1,373,689 1,298,791
Accumulated other comprehensive loss (16,011 ) (8,137 )
Accumulated deficit (907,310 ) (949,429 )
Treasury stock at cost, 25,987 shares and 20,609 shares, respectively (361,935 ) (275,794 )
Total stockholders’ equity 88,590 65,584
Total liabilities and stockholders’ equity $ 1,177,821 $ 1,153,218
See accompanying notes to consolidated financial statements.
51
EXTREME NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Net revenues:
Product $ 809,624 $ 704,462 $ 699,257
Subscription and support 473,969 435,605 417,946
Total net revenues 1,283,593 1,140,067 1,117,203
Cost of revenues:
Product 351,650 300,831 365,759
Subscription and support 142,802 130,109 120,613
Total cost of revenues 494,452 430,940 486,372
Gross profit:
Product 457,974 403,631 333,498
Subscription and support 331,167 305,496 297,333
Total gross profit 789,141 709,127 630,831
Operating expenses:
Research and development 233,878 221,459 211,931
Sales and marketing 364,305 327,563 345,802
General and administrative 125,277 139,621 99,938
Restructuring and related charges 1,265 1,492 36,321
Amortization of intangible assets 1,721 2,043 2,041
Total operating expenses 726,446 692,178 696,033
Operating income (loss) 62,695 16,949 (65,202 )
Interest income 4,153 4,313 4,556
Interest expense (13,780 ) (15,928 ) (16,986 )
Other income (expense), net (1,594 ) (1,061 ) 133
Income (loss) before income taxes 51,474 4,273 (77,499 )
Provision for income taxes 9,355 11,740 8,465
Net income (loss) $ 42,119 $ (7,467 ) $ (85,964 )
Basic and diluted income (loss) per share:
Net income (loss) per share – basic $ 0.32 $ (0.06 ) $ (0.66 )
Net income (loss) per share – diluted $ 0.31 $ (0.06 ) $ (0.66 )
Shares used in per share calculation – basic 132,752 132,331 129,288
Shares used in per share calculation – diluted 134,970 132,331 129,288
See accompanying notes to consolidated financial statements.
52
EXTREME NETWORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Net income (loss) $ 42,119 $ (7,467 ) $ (85,964 )
Other comprehensive income (loss):
Derivatives designated as hedging instruments:
Net realized losses reclassified into earnings on foreign currency cash flow hedges 651 — —
Change in unrealized gains and losses on foreign currency cash flow hedges (2,438 ) — —
Net change from derivatives designated as hedging instruments (1,787 ) — —
Net change in foreign currency translation adjustments (6,087 ) 7,346 (2,291 )
Other comprehensive income (loss): (7,874 ) 7,346 (2,291 )
Total comprehensive income (loss) $ 34,245 $ (121 ) $ (88,255 )
See accompanying notes to consolidated financial statements.
53
EXTREME NETWORKS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Common Stock Treasury Stock
Shares Amount Additional Paid-In-Capital Accumulated Other Comprehensive Loss Shares Amount Accumulated Deficit Total Stockholders' Equity
Balance at June 30, 2023 143,629 $144 $1,173,744 $(13,192) (15,854) $(187,946) $(855,998) $116,752
Net loss — — — — — — (85,964) (85,964)
Other comprehensive loss — — — (2,291) — — — (2,291)
Issuance of common stock from equity incentive plans, net of tax withholding 4,874 5 (30,128) — — — — (30,123)
Share-based compensation — — 76,763 — — — — 76,763
Repurchase of stock — — — — (2,365) (49,855) — (49,855)
Balance at June 30, 2024 148,503 $149 $1,220,379 $(15,483) (18,219) $(237,801) $(941,962) $25,282
Net loss — — — — — — (7,467) (7,467)
Other comprehensive income — — — 7,346 — — — 7,346
Issuance of common stock from equity incentive plans, net of tax withholding 4,170 4 (3,902) — — — — (3,898)
Share-based compensation — — 82,314 — — — — 82,314
Repurchase of stock — — — — (2,390) (37,993) — (37,993)
Balance at June 30, 2025 152,673 $153 $1,298,791 $(8,137) (20,609) $(275,794) $(949,429) $65,584
Net income — — — — — — 42,119 42,119
Other comprehensive loss — — — (7,874) — — — (7,874)
Issuance of common stock from equity incentive plans, net of tax withholding 4,530 4 (12,504) — — — — (12,500)
Share-based compensation — — 88,261 — — — — 88,261
Repurchase of stock, including accelerated share repurchases — — (859) — (5,378) (86,141) — (87,000)
Balance at June 30, 2026 157,203 $157 $1,373,689 $(16,011) (25,987) $(361,935) $(907,310) $88,590
See accompanying notes to consolidated financial statements.
54
EXTREME NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Cash flows from operating activities:
Net income (loss) $ 42,119 $ (7,467 ) $ (85,964 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 15,809 14,704 24,134
Amortization of intangible assets 3,390 4,514 5,313
Amortization of cloud computing implementation costs 5,212 — —
Reduction in carrying amount of right-of-use asset 10,325 9,887 11,455
Provision for credit losses 565 157 210
Share-based compensation 88,261 82,314 76,763
Deferred income taxes (2,074 ) (820 ) 80
Provision for excess and obsolete inventory 4,160 2,618 71,068
Non-cash interest expense 1,206 1,214 1,060
Other 2,659 3,532 (2,496 )
Changes in operating assets and liabilities:
Accounts receivable, net (38,450 ) (37,347 ) 92,316
Inventories 24,313 27,181 (116,434 )
Prepaid expenses and other assets (53,648 ) (23,118 ) (21,212 )
Accounts payable 24,607 12,709 (48,012 )
Accrued compensation and benefits 3,962 18,685 (29,136 )
Operating lease liabilities (11,929 ) (11,056 ) (11,528 )
Deferred revenue 40,094 37,722 76,240
Other current and long-term liabilities (37,399 ) 16,602 11,629
Net cash provided by operating activities 123,182 152,031 55,486
Cash flows from investing activities:
Capital expenditures for property, equipment and capitalized software development costs (27,941 ) (24,713 ) (18,121 )
Net cash used in investing activities (27,941 ) (24,713 ) (18,121 )
Cash flows from financing activities:
Borrowings under revolving facility 55,000 — 30,000
Payments on revolving facility (55,000 ) — (55,000 )
Payments on debt obligations (15,000 ) (10,000 ) (10,000 )
Payments on debt financing costs — (695 ) —
Repurchase of common stock including accelerated share repurchases (87,000 ) (37,993 ) (49,855 )
Payments for tax withholdings, net of proceeds from issuance of common stock (12,500 ) (3,898 ) (30,123 )
Net cash used in financing activities (114,500 ) (52,586 ) (114,978 )
Foreign currency effect on cash and cash equivalents (728 ) 314 (514 )
Net increase (decrease) in cash and cash equivalents (19,987 ) 75,046 (78,127 )
Cash and cash equivalents at beginning of period 231,745 156,699 234,826
Cash and cash equivalents at end of period $ 211,758 $ 231,745 $ 156,699
Supplemental disclosure of cash flow information:
Cash paid for interest $ 12,405 $ 14,747 $ 14,691
Cash paid for taxes, net $ 12,530 $ 4,067 $ 15,613
Non-cash investing activities:
Unpaid capital expenditures $ 708 $ 1,326 $ 4,084
See accompanying notes to consolidated financial statements.
55
EXTREME NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Basis of Presentation
Extreme Networks, Inc., together with its subsidiaries (collectively referred to as “Extreme” or the “Company”) is a leader in AI-powered cloud networking solutions for enterprise customers. The Company conducts its sales and marketing activities on a worldwide basis through distributors, resellers and the Company’s field sales organization. Extreme was incorporated in California in 1996 and reincorporated in Delaware in 1999.
Fiscal Year
The Company uses a fiscal calendar year ending on June 30. All references herein to “fiscal 2026” or “2026”; “fiscal 2025” or “2025”; “fiscal 2024” or “2024” represent, respectively, the fiscal years ending June 30, 2026, June 30, 2025 and June 30, 2024.
Principles of Consolidation
The consolidated financial statements include the accounts of Extreme Networks, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated on consolidation.
The Company predominantly uses the United States Dollar as its functional currency. The functional currency for certain of its foreign subsidiaries is the local currency. For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated to United States Dollars at current month-end exchange rates; and revenues and expenses are translated using the monthly average rate.
Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.
2. Summary of Significant Accounting Policies
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues primarily from sales of its networking equipment, with the remaining revenues generated from sales of subscription and support, which primarily includes software subscriptions delivered as software as a service (“SaaS”) and additional revenues from maintenance contracts, professional services, and training for its products. The Company recognizes revenues when control of promised goods or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
See Note 3, Revenues, for further discussion.
Cash and Cash Equivalents
The Company considers highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions. These are financial institutions with reputable credit and therefore bear minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.
Allowance for Product Returns
The Company maintains estimates for product returns based on its historical returns, analysis of credit memos and its return policies. The allowance includes the estimates for product allowances from end customers as well as stock rotations and other returns from the Company’s stocking distributors. The allowance for product returns is shown as a reduction of accounts receivable as the Company has a contractual right to offset and returns are applied to accounts receivable balances outstanding as of the balance sheet date. There have not been material changes to the estimated product returns for any periods presented.
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EXTREME NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Allowance for Credit Losses
The Company maintains an allowance for credit losses which reflects its best estimate of potentially uncollectible trade receivables. The allowance consists of both specific and general reserves. The Company continually monitors and evaluates the collectability of its trade receivables based on a combination of factors. It records specific allowances for bad debts in “General and administrative” expense when it becomes aware of a specific customer’s inability to meet its financial obligation to the Company, such as in the case of bankruptcy filings or deterioration of financial position. Estimates are used in determining the allowances for all other customers based on factors such as current trends in the length of time the receivables are past due and historical collection experience. The Company mitigates some collection risk by requiring certain of its customers in the Asia-Pacific region to pay cash in advance or secure letters of credit when placing an order with the Company.
Inventories
The Company values its inventory at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, when conditions exist that suggest that inventory is obsolete or may be in excess of anticipated demand based upon assumptions about future demand. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Previously written down or obsolete inventory subsequently sold has not had a material impact on gross margin for any of the periods presented.
Long-Lived Assets
Long-lived assets include (a) property and equipment, (b) operating lease right-of-use (“ROU”) assets, (c) capitalized software development costs (d) goodwill and intangible assets, and (e) other assets. Property and equipment, ROU assets, and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of these assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets.
(a) Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of one to four years are used for computer equipment and purchased software. Estimated useful lives of three to seven years are used for office equipment and furniture and fixtures. Depreciation and amortization of leasehold improvements is computed using the lesser of the useful life or lease terms.
(b) Leases
The Company leases facilities, equipment and vehicles under operating leases that expire on various dates through fiscal 2033. The Company determines if an arrangement is a lease at inception. Management evaluates the classification of leases at commencement date and as necessary, at modification. In general, lease arrangements exceeding a twelve-month term, are recognized as ROU assets with associated operating lease liabilities on the consolidated balance sheets.
ROU assets under the Company’s operating leases represent the Company’s right to use an underlying asset over the lease term. Operating lease liabilities represent the Company’s obligation to make payments arising from the lease. The ROU asset is reduced over a straight-line or other systematic basis representative of the pattern in which the Company expects to consume the ROU assets’ future economic benefits. The ROU assets are also adjusted for leasehold improvements paid by the lessor, lease incentives, and asset impairments, among other things.
See Note 8, Leases, for further discussion.
(c) Capitalized Software Development Costs
Software to be Marketed, Leased, or Sold
Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins when a product's technological feasibility has been established and ends when a product is available for general release to customers. Generally, the Company's products are released soon after technological feasibility has been established. As a result, costs incurred between achieving technological feasibility and product general availability have not been significant.
57
EXTREME NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Internal-Use Software
The Company capitalizes costs associated with internal-use software applications and systems during the application development stage. Such capitalized costs include external direct costs incurred in developing or obtaining software applications and payroll and payroll-related costs for employees, who are directly associated with the development of the application or system. The Company includes such internal-use software costs in the software category in property and equipment and amortizes these costs on a straight-line basis over an estimated useful life of three to seven years. The Company capitalized approximately $17.2 million and $10.2 million of software development costs for the fiscal year ended June 30, 2026 and 2025, respectively. The Company amortized approximately $1.2 million of software development costs for the fiscal year ended June 30, 2026. There were no software development amortization costs in fiscal years 2025 and 2024.
Cloud Computing Software Implementation Costs
Cloud computing software implementation costs incurred in hosting arrangements are capitalized and reported as a component of “Prepaid expenses and other current assets”, and “Other assets” within the consolidated balance sheets. Once available for their intended use, these costs are amortized on a straight-line basis over an estimated useful life that considers the respective contract service periods, including periods covered by any reasonably probable options to extend, ranging from three to seven years. The Company capitalized approximately $30.1 million and $39.6 million cloud computing implementation costs for the fiscal years ended June 30, 2026 and 2025, respectively. The Company amortized approximately $5.2 million of cloud computing implementation costs for the fiscal year ended June 30, 2026. There were no software development amortization costs in fiscal years 2025 and 2024.
(d) Goodwill and Intangible Assets
Goodwill and intangible assets are generated as a result of business combinations and are comprised of, among other things, developed technology, customer relationships, trade names, and licensing agreements.
The remaining lives of intangible assets are considered regularly along with assessments of impairment and lives are adjusted or impairment charges taken when required.
Goodwill is calculated as the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if indicators of impairment are present. The Company has one reporting unit and performs its annual goodwill impairment analysis as of the first day of the fourth quarter of each year. In assessing impairment on goodwill, the Company bypasses the qualitative assessment and proceeds directly to performing the quantitative evaluation of the fair value of the reporting unit, to compare against the carrying value of the reporting unit. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Based on the results of the goodwill impairment analysis, the Company determined that no impairment charge needed to be recorded for any periods presented.
Business Combinations
The Company applies the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, useful lives, among other items. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value the acquired assets at fair value measures that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results.
Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. Although the Company believes the assumptions and estimates it has made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from the management of the acquired company and are inherently uncertain. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill for facts and considerations that were known at the acquisition date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s consolidated statements of operations.
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EXTREME NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred Revenue
Deferred revenue represents amounts for (i) deferred subscription and support, and (ii) other deferred revenue including professional services and training when the revenue recognition criteria have not been met.
Product Warranties and Guarantees
Networking products may contain undetected hardware or software errors when new products or new versions or updates of existing products are released to the marketplace. The majority of the Company’s hardware products are shipped with either a one-year warranty or a limited lifetime warranty, and software products receive a 90-day warranty. Upon shipment of products to its customers, the Company estimates expenses for the cost to repair or replace products that may be returned under warranty and accrues a liability in cost of product revenues for this amount. The determination of the Company’s warranty requirements is based on actual historical experience with the product or product family, estimates of repair and replacement costs and any product warranty problems that are identified after shipment. The Company estimates and adjusts these accruals at each balance sheet date in accordance with changes in these factors.
In the normal course of business to facilitate sales of its products, the Company indemnifies its resellers and end-user customers with respect to certain matters. The Company has agreed to hold the customer harmless against losses arising from a breach of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to estimate the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material impact on its operating results or financial position.
Derivatives and Hedging
The Company uses derivative financial instruments to manage exposures to foreign currency risk that may or may not be designated as hedging instruments. The Company’s objective for holding derivatives is to use the most effective methods to minimize the impact of these exposures. The Company does not enter into derivatives for speculative or trading purposes.
Derivative instruments are recorded at fair value on the transaction date and are subsequently revalued at fair value at each reporting date. The fair value of the derivatives in a gain position are recorded in “Prepaid expenses and other current assets” and derivatives in a loss position are recorded in “Other accrued liabilities” in the accompanying consolidated balance sheets. Changes in fair value of derivatives not designated as hedging instruments are recorded in “Other income (expense), net” in the accompanying consolidated statements of operations. Changes in fair value of derivatives designated as hedging instruments are recorded as a component of “Accumulated other comprehensive loss” in the consolidated balance sheets. Amounts recorded in “Accumulated other comprehensive loss” related to the changes in the fair value of these derivatives are reclassified to the consolidated statement of operations in the same period in which the underlying hedged transaction affects earnings. Gains and losses from derivative financial instruments as well as cashflows related to the hedged item are classified as operating activities within the statement of cashflows. See Note 13, Derivatives and Hedging, for more information.
Stock-based Compensation
The Company recognizes compensation expense related to stock-based awards, including stock options, restricted stock units (“RSUs”) under the 2013 Equity Incentive Plan and employee stock purchases related to its 2014 Employee Stock Purchase Plan (the “2014 ESPP”), based on the estimated fair value of the award on the grant date, over the requisite service period. The Company accounts for forfeitures as they occur. The Company calculates the fair value of stock options and stock purchase options using the Black-Scholes-Merton option valuation model. The fair value of RSUs is based on the closing stock price of the Company’s common stock on the grant date.
The Company grants certain employees with stock options and RSUs that are tied to either company-wide financial performance metrics or certain market metrics. For awards that include performance conditions, no compensation cost is recognized until the performance goals are probable of being met, at which time the cumulative compensation expense from the service inception date would be recognized. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the derived service period based on the expected market performance as of the grant date.
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Advertising
Advertising costs are expensed as incurred. Advertising expenses were immaterial in fiscal years 2026, 2025 and 2024.
Income Taxes
The Company accounts for income taxes utilizing the liability method. Deferred income taxes are recorded to reflect consequences on future years of differences between financial reporting and the tax basis of assets and liabilities measured using the enacted statutory tax rates and tax laws applicable to the periods in which differences are expected to affect taxable earnings. A valuation allowance is recognized to the extent that it is more likely than not that the tax benefits will not be realized.
The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. For additional discussion, see Note 15, Income Taxes.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax disclosures primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted this standard on a prospective basis for the fiscal year 2026 annual consolidated financial statements. See Note 15, Income Taxes, for further information.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures. The standard introduces a new disclosure principle for interim reporting to help entities determine whether disclosures not specified in Topic 270 should be provided in interim periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU amends certain aspects of existing guidance to more closely align hedge accounting with the economics of the Company’s risk management activities. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, and should be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-09 on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed, and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-05 on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve disclosures about public business entities’ expenses and to provide more detailed information around the types of expenses included in commonly presented expense captions. Additionally, in January 2025 the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU
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2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, and can be applied on a prospective basis or on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 and ASU 2025-01 on its consolidated financial statements and related disclosures.
3. Revenues
Revenue Recognition
The Company derives the majority of its revenues from sales of its networking equipment, with the remaining revenues generated from sales of subscription and support, which primarily includes software subscriptions delivered as software as a service (“SaaS”) and additional revenues from maintenance contracts, professional services and training for its products. The Company sells its products, SaaS and maintenance contracts to customers and to partners in two distribution channels, or tiers. The first tier consists of a limited number of independent distributors that stock its products and sell primarily to resellers. The second tier of the distribution channel consists of non-stocking distributors and value-added resellers that sell primarily to end-users. Products and subscription and support may be sold separately or in bundled packages.
The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products and services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.
For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment for product sales. Revenues from SaaS and maintenance contracts are recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which generally ranges from one to five years. For product sales to value-added resellers of the Company, non-stocking distributors and end-user customers, the Company generally does not grant return privileges, except for defective products during the warranty period, nor does the Company grant pricing credits. Sales taxes collected from customers are excluded from revenues. Shipping costs are included in cost of product revenues. Sales incentives and other programs that the Company may make available to these customers are considered to be a form of variable consideration and the Company maintains estimated accruals and allowances using the historical actuals. There were no material changes in the current period to the estimated transaction price for performance obligations which were satisfied or partially satisfied during previous periods.
Sales to stocking distributors are made under terms allowing certain price adjustments and limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotations are variable consideration and are estimated based on historical return rates and estimates provided by the distributors. Additionally, distributors often need to sell at a price lower than the contractual distribution price in order to win business and will submit rebate requests for the Company’s pre-approval prior to selling the product to a customer at the discounted price. At the time the distributor invoices its end customer or soon thereafter, the distributor submits a rebate claim to the Company to adjust the distributor’s cost from the contractual price to the pre-approved lower price. After the Company verifies that the claim was pre-approved, a credit memo is issued to the distributor for the rebate claim. In determining the transaction price, the Company considers these customer rebates to be variable consideration. Such price adjustments are estimated based on an analysis of historical claims at the distributor level. There were no material changes in the current period to the estimated variable consideration for performance obligations which were satisfied or partially satisfied during previous periods.
Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of the Company’s contracts have multiple performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and, therefore, is distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on its relative standalone selling price. The stand-alone selling prices are determined based on the prices at which the Company separately sells these products. For items that are not sold separately, the Company estimates the stand-alone selling prices using other observable inputs.
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The Company’s performance obligations are satisfied at a point in time or over time as the customer receives and consumes the benefits provided. Substantially all of the Company’s product sales revenues are recognized at a point in time. Substantially all of the Company’s subscription and support revenues are recognized over time. For revenues recognized over time, the Company primarily uses an input measure, days elapsed, to measure progress.
At June 30, 2026, the Company had $652.8 million of remaining performance obligations, which are primarily comprised of deferred subscription and deferred support revenues. The Company expects to recognize approximately 51% of this deferred revenue amount as revenue in fiscal 2027, an additional 24% in fiscal 2028 and the remaining 25% of the balance thereafter.
Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue in the consolidated balance sheets. Services provided under renewable SaaS subscription and support arrangements of the Company are billed in accordance with agreed-upon contractual terms, which are billed fully at the inception of the contract. The Company generally receives payments from its customers in advance of services being provided, resulting in deferred revenue. These liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.
The Company's total deferred revenue balances at June 30, 2026, 2025 and 2024 were $652.8 million, $617.5 million, and $575.0 million, respectively. Revenue recognized for the years ended June 30, 2026, 2025 and 2024, that was included in the deferred revenue balance at the beginning of each period was $318.3 million, $296.3 million, and $275.7 million, respectively.
Contract Costs. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. Management expects that commission fees paid to sales representatives as a result of obtaining subscription and support contracts and contract renewals, are recoverable and therefore the Company’s consolidated balance sheets included capitalized balances in the amount of $32.1 million and $26.9 million at June 30, 2026 and 2025, respectively. Capitalized commissions are included within “Other assets” in the consolidated balance sheets. Capitalized commission fees are amortized on a straight-line basis over the average period of service contracts of approximately four years, and are included in “Sales and marketing” in the accompanying consolidated statements of operations. Amortization recognized during the years ended June 30, 2026, 2025 and 2024 was $14.2 million, $12.5 million and $10.9 million, respectively.
Estimated Variable Consideration. There were no material changes in the current period to the estimated variable consideration for performance obligations which were satisfied or partially satisfied during previous periods.
Disaggregation of Revenues: The Company operates in three geographic regions: Americas, EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific). The following table presents the Company’s net revenues disaggregated by geographic region (in thousands):
Year Ended
Net Revenues June 30, 2026 June 30, 2025 June 30, 2024
Americas:
United States $ 576,200 $ 547,658 $ 581,141
Other 49,341 49,047 46,578
Total Americas 625,541 596,705 627,719
EMEA 534,304 451,649 421,966
APAC 123,748 91,713 67,518
Total net revenues $ 1,283,593 $ 1,140,067 $ 1,117,203
For the years ended June 30, 2026, 2025 and 2024, the Company generated 12%, 11% and 11%, respectively, of its net revenues from the Netherlands. No other foreign country accounted for 10% or more of the Company’s net revenues for the years ended June 30, 2026, 2025 and 2024.
Concentrations
The Company may be subject to concentration of credit risk related to its accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral in exchange for credit.
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The following table presents customers accounting for 10% or more of the Company’s net revenues:
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Westcon Group, Inc. 18% 18% 16%
Jenne, Inc. 16% 18% 22%
TD Synnex Corporation 15% 18% 21%
The following table presents major customers accounting for 10% or more of the Company’s net accounts receivable, as of June 30, 2026 and June 30, 2025:
June 30, 2026 June 30, 2025
Jenne, Inc. 25% 22%
Scansource, Inc. 15% *
Ericsson, Inc. * 11%
* Less than 10% of accounts receivable
4. Balance Sheet Components
Cash and Cash Equivalents
The following table summarizes the Company's cash and cash equivalents (in thousands):
June 30, 2026 June 30, 2025
Cash $ 209,029 $ 225,656
Cash equivalents 2,729 6,089
Total cash and cash equivalents $ 211,758 $ 231,745
Accounts Receivable, Net
The following table summarizes the Company's accounts receivable (in thousands):
June 30, 2026 June 30, 2025
Accounts receivable $ 349,523 $ 327,067
Customer rebates (165,734 ) (176,002 )
Allowance for credit losses (475 ) (691 )
Allowance for product returns (18,721 ) (23,666 )
Accounts receivable, net $ 164,593 $ 126,708
The Company is party to an agreement (the “Accounts Receivable Purchase Agreement”) with a financial institution to sell selected trade accounts receivable on a nonrecourse basis. Under this agreement, up to $25.0 million of the Company's trade accounts receivable may be sold to the financial institution and remain outstanding at any point in time. The Company removes the sold balances from “Accounts receivable, net” in its balance sheet at the time of sale. The Company does not retain any interests in the sold trade accounts receivable under the Accounts Receivable Purchase Agreement. Sale proceeds are representative of the fair value of factored receivables, less a factoring fee, and are reflected in cash flows from operating activities on the consolidated statement of cash flows. During fiscal year 2026, the Company sold approximately $20.0 million of trade accounts receivable in exchange for cash. Factoring fees incurred during fiscal year 2026 were not material.
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The following table summarizes the Company's allowance for credit losses (in thousands):
Description Balance at beginning of period Provision for expected credit losses Deductions (1) Balance at end of period
Year Ended June 30, 2026:
Allowance for credit losses $ 691 $ 565 $ (781 ) $ 475
Year Ended June 30, 2025:
Allowance for credit losses $ 915 $ 157 $ (381 ) $ 691
Year Ended June 30, 2024:
Allowance for credit losses $ 882 $ 210 $ (177 ) $ 915
(1)Uncollectible accounts written off, net of recoveries.
The following table summarizes the Company’s allowance for product returns (in thousands):
Description Balance at beginning of period Additions Deductions Balance at end of period
Year Ended June 30, 2026:
Allowance for product returns $ 23,666 $ 21,801 $ (26,746 ) $ 18,721
Year Ended June 30, 2025:
Allowance for product returns $ 52,336 $ 23,716 $ (52,386 ) $ 23,666
Year Ended June 30, 2024:
Allowance for product returns $ 35,125 $ 149,161 $ (131,950 ) $ 52,336
Inventories
The following table summarizes the Company’s inventory by category (in thousands):
June 30, 2026 June 30, 2025
Finished goods $ 45,223 $ 57,770
Raw materials 24,727 44,808
Total inventories $ 69,950 $ 102,578
Property and Equipment, Net
The following table summarizes the Company’s property and equipment by category (in thousands):
June 30, 2026 June 30, 2025
Computers and equipment $ 76,932 $ 80,782
Software 68,302 62,089
Office equipment, furniture and fixtures 7,543 8,031
Leasehold improvements 53,708 47,962
Total property and equipment 206,485 198,864
Less: accumulated depreciation and amortization (148,390 ) (154,498 )
Property and equipment, net $ 58,095 $ 44,366
The Company recognized depreciation expense of $15.6 million, $14.5 million and $23.9 million related to property and equipment during the years ended June 30, 2026, 2025 and 2024, respectively.
Deferred Revenue
The following table summarizes the Company's contract liabilities which are shown as deferred revenue (in thousands):
June 30, 2026 June 30, 2025
Deferred subscription and support $ 637,038 $ 603,363
Other deferred revenue 15,752 14,130
Total deferred revenue $ 652,790 $ 617,493
Less: current portion $ 329,713 $ 325,078
Non-current deferred revenue $ 323,077 $ 292,415
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Accrued Warranty
The following table summarizes the activity related to the Company’s product warranty liability during the following periods (in thousands):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Balance at beginning of period $ 9,684 $ 10,942 $ 12,322
New warranties issued 12,544 11,540 13,010
Warranty expenditures (11,275 ) (12,798 ) (14,390 )
Balance at end of period $ 10,953 $ 9,684 $ 10,942
5. Fair Value Measurements
A three-tier fair value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:
•Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities;
•Level 2 Inputs - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and
•Level 3 Inputs - unobservable inputs reflecting the Company’s own assumptions in measuring the asset or liability at fair value.
The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in thousands):
June 30, 2026 Level 1 Level 2 Level 3 Total
Assets
Certificates of deposit $ — $ 2,729 $ — $ 2,729
Foreign currency derivatives not designated as hedging instruments — 78 — 78
Total assets measured at fair value $ — $ 2,807 $ — $ 2,807
Liabilities
Foreign currency derivatives not designated as hedging instruments $ — $ 87 $ — $ 87
Foreign currency derivatives designated as hedging instruments — 1,787 — 1,787
Total liabilities measured at fair value $ — $ 1,874 $ — $ 1,874
June 30, 2025 Level 1 Level 2 Level 3 Total
Assets
Certificates of deposit $ — $ 6,089 $ — $ 6,089
Foreign currency derivatives not designated as hedging instruments — 298 — 298
Total assets measured at fair value $ — $ 6,387 $ — $ 6,387
Liabilities
Foreign currency derivatives not designated as hedging instruments $ — $ 11 $ — $ 11
Total liabilities measured at fair value $ — $ 11 $ — $ 11
Level 1 Assets and Liabilities:
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities. The Company states accounts receivable, accounts payable and accrued liabilities at their carrying value, which approximates fair value due to the short time to the expected receipt or payment.
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Level 2 Assets and Liabilities:
The Company's level 2 assets consist of certificates of deposit and derivative instruments. Certificates of deposit do not have regular market pricing and are considered Level 2. The fair values of the Company’s foreign exchange forward contracts and zero-cost collar contracts are estimated based on valuations provided by alternative pricing sources supported by observable inputs which are considered Level 2.
As of June 30, 2026 and June 30, 2025 the Company had investment in certificates of deposit of $2.7 million and $6.1 million, respectively, with maturity of three months at the date of purchase, which are recorded as cash equivalents in the consolidated balance sheets. The Company considers these cash equivalents to be available-for-sale and, as of June 30, 2026 and June 30, 2025, their fair value approximated their amortized cost.
As of June 30, 2026 and June 30, 2025, foreign exchange forward currency contracts not designated as hedging instruments had total notional principal amounts of $68.0 million and $57.2 million, respectively. Changes in the fair value of these foreign exchange forward contracts not designated as hedging instruments are included in “Other income (expense), net” in the consolidated statements of operations. For the years ended June 30, 2026, 2025 and 2024, the consolidated statements of operations included net losses of $4.0 million, net gains of $1.0 million, and net losses of $0.3 million, respectively from these contracts. See Note 13, Derivatives and Hedging, for additional information.
As of June 30, 2026, the Company had zero-cost collar contracts that were designated as hedging instruments with a total notional principal amount of $82.5 million and unrealized net losses of $1.8 million, which are recorded as a component of “Accumulated other comprehensive loss” in the consolidated balance sheets. Amounts recorded in “Accumulated other comprehensive loss” related to the changes in the fair value of the zero-cost collar contracts are reclassified into the consolidated statement of operations in the period that the hedged item impacts earnings. There were no outstanding zero-cost collar contracts that were designated as hedging instruments at June 30, 2025. See Note 13, Derivatives and Hedging, for additional information.
The fair value of the borrowings under the Amended Credit Agreement (as defined in Note 7) is estimated based on valuations provided by alternative pricing sources supported by observable inputs which is considered Level 2. Since the interest rate is variable in the Amended Credit Agreement, the fair value approximates the face amount of the Company’s indebtedness of $165.0 million and $180.0 million as of June 30, 2026 and 2025, respectively.
Level 3 Assets and Liabilities:
Certain of the Company’s assets, including intangible assets and goodwill are measured at fair value on a non-recurring basis if impairment is indicated. As of June 30, 2026 and June 30, 2025 the Company did not have any assets or liabilities that were considered Level 3.
There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years ended June 30, 2026 and 2025. There were no impairments recorded during the years ended June 30, 2026, 2025 and 2024.
6. Goodwill and Intangible Assets
The following table reflects the changes in the carrying amount of goodwill (in thousands):
June 30, 2026 June 30, 2025
Balance at beginning of period $ 399,574 $ 393,709
Foreign currency translation (1,805 ) 5,865
Balance at end of period $ 397,769 $ 399,574
The following tables summarize the components of gross and net intangible asset balances (in thousands, except years):
Weighted Average Remaining Amortization Gross Carrying Accumulated Net Carrying
Period Amount Amortization Amount
June 30, 2026
Developed technology 2.2 years $ 170,232 $ 167,337 $ 2,895
Customer relationships 0.1 years 64,793 64,658 135
Trade names 0.0 years 10,700 10,700 —
License agreements 0.5 years 1,282 1,246 36
Total intangible assets, net* $ 247,007 $ 243,941 $ 3,066
* The carrying amount of foreign intangible assets is affected by foreign currency translation.
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Weighted Average
Remaining Amortization Gross Carrying Accumulated Net Carrying
Period Amount Amortization Amount
June 30, 2025
Developed technology 3.0 years $ 170,480 $ 165,908 $ 4,572
Customer relationships 1.0 years 64,824 62,961 1,863
Trade names 0.0 years 10,700 10,700 —
License agreements 1.4 years 1,282 1,176 106
Total intangible assets, net* $ 247,286 $ 240,745 $ 6,541
* The carrying amount of foreign intangible assets is affected by foreign currency translation.
The following table summarizes the amortization expense of intangible assets for the periods presented (in thousands):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Amortization of intangible assets in “Total cost of revenues” $ 1,669 $ 2,471 $ 3,272
Amortization of intangible assets in “Total operating expenses” 1,721 2,043 2,041
Total amortization expense $ 3,390 $ 4,514 $ 5,313
The amortization expense that is recognized in “Total cost of revenues” primarily consists of amortization related to developed technology, license agreements and other intangibles.
The estimated future amortization expense to be recorded for each of the respective future fiscal years is as follows (in thousands):
Amount
For the fiscal year ending June 30:
2027 $ 1,479
2028 1,314
2029 273
Total $ 3,066
7. Debt
The Company’s debt is comprised of the following (in thousands):
June 30, 2026 June 30, 2025
Current portion of long-term debt:
Term loan $ 20,000 $ 15,000
Less: unamortized debt issuance costs (659 ) (729 )
Current portion of long-term debt $ 19,341 $ 14,271
Long-term debt, less current portion:
Term loan $ 145,000 $ 165,000
Less: unamortized debt issuance costs (618 ) (1,276 )
Total long-term debt, less current portion 144,382 163,724
Total debt $ 163,723 $ 177,995
On June 22, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “2023 Credit Agreement”), by and among the Company, as borrower, BMO Harris Bank, N.A., as an issuing lender and swingline lender, Bank of America, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, and Wells Fargo Bank, National Association, as issuing lenders, the financial institutions or entities party thereto as lenders, and Bank of Montreal, as administrative agent and collateral agent, which amended and restated the Amended and Restated Credit Agreement, dated August 9, 2019, by and among the Company, as borrower, several banks and other financial institutions as Lenders, BMO Harris Bank N.A., as an issuing lender and swingline lender, Silicon Valley Bank, as an Issuing Lender, and Bank of Montreal, as administrative agent and collateral agent for the Lenders. The 2023 Credit Agreement provides for i) a $200.0 million first lien term loan facility in an aggregate principal amount (the “2023 Term Loan”), ii) a $150.0 million five-year revolving credit facility (the “2023 Revolving Facility”) and, iii) an uncommitted additional incremental loan facility in the principal amount of up to $100.0 million.
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Borrowings under the 2023 Credit Agreement bear interest, and at the Company’s election, the initial term loan may be made as either a base rate loan or a Secured Overnight Financing Rate (“SOFR”) loan. The applicable margin for base rate loans ranges from 1.00% to 1.75% per annum, and the applicable margin for SOFR loans ranges from 2.00% to 2.75%, in each case based on the Company’s consolidated leverage ratio. All SOFR loans are subject to a floor of 0.00% per annum and spread adjustment of 0.10% per annum. The Company paid other closing fees, arrangement fees, and administration fees associated with the 2023 Credit Agreement.
The 2023 Credit Agreement requires the Company to maintain certain minimum financial ratios at the end of each fiscal quarter. The 2023 Credit Agreement also includes covenants and restrictions that limit, among other things, the Company’s ability to incur additional indebtedness, create liens upon any of its property, merge, consolidate or sell all or substantially all of its assets. The 2023 Credit Agreement also includes customary events of default which may result in acceleration of the outstanding balance.
On August 14, 2024, the Company entered into an Amendment Number One to the 2023 Credit Agreement (the 2023 Credit Agreement as amended by that certain Amendment Number One, the “Amended Credit Agreement”). Under the Amended Credit Agreement, the Company modified the definition of the consolidated EBITDA for the purposes of evaluating compliance with financial covenants under the 2023 Credit Agreement. The amended definition of consolidated EBITDA modified the amount and type of add-backs that are allowable to better align with the Company's operations and activities. Further, the Amended Credit Agreement provided a waiver for the Company's compliance with the consolidated interest charge coverage ratio for each of the quarters ended June 30, 2024, September 30, 2024, and December 31, 2024. As of June 30, 2026, the Company was in compliance with all the terms and financial covenants of the Amended Credit Agreement.
Financing costs incurred in connection with obtaining long-term financing are deferred and amortized over the term of the related indebtedness or credit agreement. Amortization of deferred financing costs is included in “Interest expense” in the accompanying consolidated statements of operations and were $1.2 million, $1.2 million and $1.1 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. The Company's interest rate was 5.77% and 6.43% as of June 30, 2026 and 2025, respectively.
As of June 30, 2026, the Company did not have any outstanding balance against its 2023 Revolving Facility. The Company had $135.6 million of availability under the 2023 Revolving Facility as of June 30, 2026. During the fiscal years ended June 30, 2026 and 2025, the Company did not make any additional payments against its term loan facility other than the scheduled payments per the terms of the Amended Credit Agreement.
The Company had $14.4 million of outstanding letters of credit as of June 30, 2026.
The Company’s debt principal repayment schedule by period is as follows, excluding unamortized debt issuance costs (in thousands):
Amount
For the fiscal year ending June 30,
2027 $ 20,000
2028 145,000
Total $ 165,000
Debt Financing Subsequent to June 30, 2026
On July 29, 2026, the Company entered into a Credit Agreement (the “2026 Credit Agreement”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The 2026 Credit Agreement provides for a five-year revolving loan facility in an aggregate principal amount of $500.0 million (the “2026 Revolving Facility”). The 2026 Revolving Facility includes an uncommitted accordion feature, pursuant to which the Company may request incremental revolving loan commitments and/or incremental term loans in an aggregate amount not to exceed the sum of (A) the greater of (i) $175.0 million and (ii) 100.0% of Consolidated EBITDA, plus (B) an amount equal to any voluntary prepayments (in the case of voluntary prepayments of revolving indebtedness, accompanied by a permanent reduction to the related revolving commitments) of indebtedness under the 2026 Revolving Facility and other first lien indebtedness, plus (C) an unlimited amount subject to pro forma compliance with the Company’s consolidated total net leverage ratio and consolidated interest charge coverage ratio financial covenants.
On the closing date of the 2026 Credit Agreement, the Company repaid all outstanding indebtedness under the Amended Credit Agreement, together with all accrued and unpaid interest and fees. At closing, the Company borrowed $200.0 million under the 2026 Revolving Facility and used the proceeds to repay the outstanding indebtedness under the Amended Credit Agreement and to pay fees and expenses related to the 2026 Revolving Facility. As of the closing date, $200.0 million of revolving loans were outstanding under the 2026 Revolving Facility and $300.0 million of revolving commitments remained available for borrowing thereunder.
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8. Leases
Lessee Considerations
The Company leases certain facilities and vehicles under operating leases that expire on various dates through fiscal 2033. Its leases generally have terms that range from one year to ten years for its facilities, one year to five years for equipment, and one year to five years for vehicles. Some of its leases contain renewal options, escalation clauses, rent concessions, and leasehold improvement incentives.
The Company determines if an arrangement is a lease at inception. The Company has elected not to recognize a lease liability or ROU asset for short-term leases (leases with a term of twelve months or less). Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The interest rate used to determine the present value of future payments is the Company’s incremental borrowing rate at the commencement date because the rate implicit in the leases is not readily determinable. The Company’s incremental borrowing rate is the rate for collateralized borrowings based on the current economic environment, credit history, credit rating, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. The biggest drivers having the greatest effect in determining the incremental borrowing rate for each one of the Company’s leases are the term of the lease and the currency in which the lease obligation is satisfied.
Some operating leases contain lease and non-lease components. Certain lease contracts include fixed payments for services, such as operations, maintenance, or other services. The Company has elected to account for fixed lease and non-lease components as a single lease component except for the logistic service asset class. Cash payments made for variable lease and non-lease costs are not included in the measurement of operating lease assets and liabilities and are recognized in the Company’s consolidated statements of operations as incurred. Some lease terms include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless it is reasonably certain that it will exercise that option. The Company’s lease agreements do not contain any residual value guarantees.
The following tables present additional information relating to the Company's operating leases (in thousands, except for lease term and discount rate):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Operating lease costs $ 12,730 $ 12,724 $ 14,398
Variable lease costs 3,605 3,810 4,325
Cash paid for amounts included in the measurement of operating liabilities 13,942 13,871 14,487
ROU assets obtained for new lease obligations 2,806 4,057 21,082
June 30, 2026 June 30, 2025
Weighted-average remaining lease term 4.4 years 5.2 years
Weighted-average discount rate 6.3 % 6.0 %
Short-term lease expense, which represents expense for leases with terms of one year or less, was not material for each of the years ended June 30, 2026, 2025 or 2024.
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The following table presents maturities of the Company’s operating lease liabilities as of June 30, 2026 (in thousands):
Amount
For the fiscal year ending June 30,
2027 $ 12,861
2028 5,971
2029 4,636
2030 4,144
2031 3,320
Thereafter 4,618
Total future minimum lease payments 35,550
Less amount representing interest (4,707 )
Total operating lease liabilities $ 30,843
Operating lease liabilities, current $ 11,341
Operating lease liabilities, non-current $ 19,502
Sublease Considerations
The Company did not have any subleased facilities during the fiscal year ended June 30, 2026. The Company included less than $0.1 million of sublease income in lease expense for each of the years ended June 30, 2025 and 2024.
9. Commitments and Contingencies
Purchase Commitments
The Company currently has arrangements with contract manufacturers and suppliers for the manufacture of its products. Those arrangements allow the contract manufacturers to procure long lead-time component inventory based upon a rolling production forecast provided by the Company. The Company is obligated to purchase long lead-time component inventory that its contract manufacturer procures in accordance with the forecast, unless the Company gives notice of order cancellation outside of applicable component lead-times. As of June 30, 2026, the Company had non-cancelable commitments to purchase $112.5 million of inventory, which will be received and consumed during fiscal 2027. The Company expects to utilize its non-cancelable purchase commitments in the normal ongoing operations.
Legal Proceedings
The Company may from time to time be party to litigation arising in the course of its business, including, without limitation, allegations relating to commercial transactions, business relationships or intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources. Litigation in general, and intellectual property litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict.
In accordance with applicable accounting guidance, the Company records accruals for certain of its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least on a quarterly basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, the Company does not record a loss accrual. However, if the loss (or an additional loss in excess of any prior accrual) is at least reasonably possible and material, then the Company would disclose an estimate of the possible loss or range of loss, if such estimate can be made, or disclose that an estimate cannot be made. The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or a range of loss is estimable, involves a series of complex judgments about future events. Even if a loss is reasonably possible, the Company may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled legal theories or a large number of parties. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss, fine or penalty. However, an adverse resolution of one or more of such matters could have a material adverse effect on the Company's results of operations in a particular quarter or fiscal year.
Mala Technologies Ltd. v. Extreme Networks GmbH, Extreme Networks Ireland Ops Ltd., and Extreme Networks, Inc.
On April 15, 2021, Mala Technologies Ltd. (“Mala”) filed a patent infringement lawsuit against the Company and its Irish and German subsidiaries in the District Court in Dusseldorf, Germany. The lawsuit alleges indirect infringement of the German portion of a
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patent (“EP ‘498”) based on the offer and sale in Germany of certain network switches equipped with the ExtremeXOS operating system. Mala is seeking injunctive relief, accounting, and an unspecified declaration of liability for damages and costs of the lawsuit. On December 20, 2022, the trial court ruled that the Company did not infringe the EP ‘498 patent and dismissed Mala’s complaint entirely. Mala has filed an appeal. On December 9, 2024, the Higher Regional Court stayed the matter until the nullity action has been finally decided.
The Company filed a nullity complaint against EP ‘498 with the German Federal Patent Court on September 24, 2021. The German Federal Patent Court issued a decision finding that the patent was invalid on November 20, 2024. Mala appealed the decision on March 3, 2025, and filed its Grounds of Appeal on June 5, 2025. The Company filed its response to the Grounds of Appeal on October 6, 2025. A hearing on the appeal is scheduled for February 9, 2027.
Steamfitters Local 449 Pension & Retirement Security Funds v. Extreme Networks, Inc., et al.
On August 13, 2024, a putative securities class action (the “Class Action”) was filed in the United States District Court for the Northern District of California captioned Steamfitters Local 449 Pension & Retirement Security Funds v. Extreme Networks, Inc., et al., Case No. 5:24-cv-05102-TLT, naming the Company and certain of its current and former executive officers as defendants. The lawsuit is purportedly brought on behalf of purchasers of Extreme Networks securities between July 27, 2022 and January 30, 2024 (the “Class Period”). The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about the Company's business and prospects during the Class Period. The lawsuit seeks unspecified damages. On December 30, 2024, the Court selected Oklahoma Firefighters Pension and Retirement System, Oklahoma Police Pension and Retirement System, Oakland County Voluntary Employees’ Beneficiary Association, Oakland County Employees’ Retirement System as the lead plaintiffs. The Company's Motion to Dismiss was granted on August 15, 2025, but the plaintiffs were granted leave to file an amended complaint by September 9, 2025. The Company filed a motion to dismiss the second amended complaint on October 3, 2025. Following a hearing on March 3, 2026, the Court denied the Company’s motion to dismiss. On July 16, 2026, the Court granted plaintiffs’ motion to certify the class.
On February 27, 2025, a shareholder derivative case was filed in the United States District Court for the Northern District of California captioned Turner v. Brown et al., Case No. 3:25-cv-02101. On March 6, 2025, a shareholder derivative case was filed in the United States District Court for the Northern District of California captioned Hemani v. Meyercord et al., Case No. 3:25-cv-02318-AGT. On March 25, 2025, a shareholder derivative case was filed in the United States District Court for the Eastern District of North Carolina captioned Miller v. Meyercord et al., Case No. 5:25-cv-00161. Each of these shareholder derivative cases names current and former officers, directors, and employees of the Company as defendants, and seeks recovery on behalf of the Company based on substantially the same allegations as the Class Action. Plaintiffs filed an amended complaint in the two California shareholder derivative cases on December 1, 2025. The Company filed a motion to dismiss the amended complaint on December 19, 2025, and a hearing on the motion to dismiss took place on March 31, 2026. Plaintiffs filed a second amended complaint on April 28, 2026. The Company filed a motion to dismiss the second amended complaint on June 2, 2026. The North Carolina case remains stayed pending a final decision on the motion to dismiss in the California cases.
Indemnification Obligations
Subject to certain limitations, the Company may be obligated to indemnify its current and former directors, officers and employees. These obligations arise under the terms of its certificate of incorporation, its bylaws, applicable contracts, and applicable law. The obligation to indemnify, where applicable, generally means that the Company is required to pay or reimburse, and in certain circumstances the Company has paid or reimbursed, the individuals' reasonable legal expenses and possible damages and other liabilities incurred in connection with certain legal matters. The Company also procures Directors and Officers liability insurance to help cover its defense and/or indemnification costs, although its ability to recover such costs through insurance is uncertain. While it is not possible to estimate the maximum potential amount that could be owed under these governing documents and agreements due to the Company’s limited history with prior indemnification claims, indemnification (including defense) costs could, in the future, have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.
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10. Stockholders’ Equity
Preferred Stock
In April 2001, in connection with entering into a rights agreement, the Company authorized the issuance of preferred stock. The preferred stock may be issued from time to time in one or more series. The Board of Directors (the “Board”) is authorized to provide for the rights, preferences and privileges of the shares of each series and any qualifications, limitations or restrictions on these shares. As of June 30, 2026, no shares of preferred stock were outstanding.
Equity Incentive Plan
The Compensation Committee of the Board unanimously approved an amendment to the Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) on September 14, 2025 to increase the maximum number of available shares by 6.8 million shares, which was approved by the stockholders of the Company at the annual meeting of stockholders held on November 12, 2025.
Employee Stock Purchase Plan
The Compensation Committee of the Board unanimously approved an amendment to the 2014 Employee Stock Purchase Plan (the “ESPP”) on September 9, 2021 to increase the maximum number of shares that will be available for sale thereunder by 7.5 million shares. The amendment was approved by a majority of the stockholders of the Company at the annual meeting of stockholders held on November 4, 2021.
Common Stock Repurchases
On February 18, 2025, the Company announced that the Board had authorized management to repurchase up to $200.0 million of shares of the Company’s common stock over a three-year period, commencing July 1, 2025 (the “2025 Repurchase Program”). Purchases may be made from time to time in the open market or pursuant to a 10b5-1 plan.
On January 30, 2026, the Company entered into an accelerated share repurchase agreement (the “2026 ASR”) to repurchase shares of the Company’s common stock as part of the 2025 Repurchase Program. Pursuant to the 2026 ASR and during the year ended June 30, 2026, the Company paid $50.0 million for a total of 3,299,807 shares with an average price of $15.15 per share.
During the year ended June 30, 2026, the Company repurchased a total of 5,377,808 shares of its common stock, including the 3,299,807 shares purchased as part of the 2026 ASR, at a total cost of $87.0 million, with an average price of $16.18 per share. As of June 30, 2026, approximately $113.0 million remains available for share repurchases under the 2025 Repurchase Program.
Under a provision of the Inflation Reduction Act enacted in the U.S., the Company is subject to an excise tax on corporate stock repurchases, which is assessed as one percent of the fair market value of net corporate stock repurchases after December 31, 2022. The excise tax's effect on net corporate stock repurchases was not material for the fiscal years ended June 30, 2026 and 2025.
11. Employee Benefit Plans
As of June 30, 2026, the Company has the following share-based compensation plans and the 401(k) Plan discussed below:
2013 Equity Incentive Plan
The 2013 Equity Incentive Plan (the “2013 Plan”) was approved by stockholders on November 20, 2013. The 2013 Plan replaced the 2005 Equity Incentive Plan (the “2005 Plan”). Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) (including performance-based or market-based RSUs), performance shares, and other share-based or cash-based awards to employees and consultants. The 2013 Plan also authorizes the grant of awards of stock options, stock appreciation rights, restricted stock and RSUs to non-employee members of the Board and deferred compensation awards to officers, directors and certain management or highly compensated employees. The 2013 Plan authorized the issuance of 9.0 million shares of the Company’s common stock. In addition, 6.6 million shares of the Company's common stock under the 2005 Plan were transferred to the 2013 Plan and were added to the number of shares available for future grant under the 2013 Plan. Prior to fiscal 2026, stockholders approved the issuance of an additional 46.0 million shares of the Company's common stock. During the year ended June 30, 2026, an additional 6.8 million shares were authorized and made available for grant under the 2013 Plan. The 2013 Plan includes provisions upon the granting of certain awards defined by the 2013 Plan as Full Value Awards in which the shares available for grant under the 2013 Plan are decremented 1.5 shares for each such award granted. Upon forfeiture or cancellation of unvested awards, the same ratio is applied in returning shares to the 2013 Plan for future issuance as was applied upon granting. As of June 30, 2026, total options and awards to acquire 7.0 million shares were outstanding under the 2013 Plan and 14.0 million shares are available for grant under the 2013 Plan. Options granted under this plan have a contractual term of seven years.
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Shares Reserved for Issuance
The Company had the following reserved shares of the Company's common stock for future issuance as of the dates noted (in thousands):
June 30, 2026 June 30, 2025
2013 Equity Incentive Plan shares available for grant 13,970 10,935
Employee stock options and awards outstanding 6,970 7,566
2014 Employee Stock Purchase Plan 4,643 5,952
Total shares reserved for issuance 25,583 24,453
Stock Options
The following table summarizes stock option activity under all plans for the year ended June 30, 2026 (in thousands except per share amount and contractual term):
Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value
Options outstanding at June 30, 2025 496 $ 6.70 1.16 $ 5,580
Granted — —
Exercised (421 ) 6.70
Canceled — —
Options outstanding at June 30, 2026 75 $ 6.70 0.16 $ 1,914
Vested and expected to vest at June 30, 2026 75 $ 6.70 0.16 $ 1,914
Exercisable at June 30, 2026 75 $ 6.70 0.16 $ 1,914
The total intrinsic value of options exercised in fiscal years 2026, 2025 and 2024 was $4.8 million, $5.0 million and $1.1 million, respectively.
There were no stock options granted during the fiscal years 2026 and 2025. As of June 30, 2026, all outstanding options are fully vested and compensation cost related to stock options has been fully recognized.
Stock Awards
Stock awards may be granted under the 2013 Plan on terms approved by the Compensation Committee of the Board of Directors. Stock awards generally provide for the issuance of RSUs, including performance-based or market-based RSUs which vest over a fixed period of time or based upon the satisfaction of certain performance criteria or market conditions. The Company recognizes compensation expense on the awards over the vesting period based on the award’s fair value as of the date of grant. The Company does not estimate forfeitures, but accounts for them as incurred.
The following table summarizes stock award activity for the year ended June 30, 2026 (in thousands, except grant date fair value):
Number of Shares Weighted- Average Grant Date Fair Value Aggregate Fair Value
Non-vested stock awards outstanding at June 30, 2025 7,070 $ 19.53
Granted 4,606 20.62
Released (4,460 ) 19.09
Canceled (321 ) 18.47
Non-vested stock awards outstanding at June 30, 2026 6,895 $ 20.52 $ 141,504
Stock awards expected to vest at June 30, 2026 6,895 $ 20.52 $ 141,504
The RSUs granted under the 2013 plan vest over a period of time, generally one-to-three years, and are subject to the participant's continued service to the Company.
The aggregate fair value, as of the respective grant dates of awards granted during the fiscal years ended June 30, 2026, 2025 and 2024, was $83.9 million, $76.6 million and $110.5 million, respectively.
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For fiscal years ended June 30, 2026, 2025 and 2024, the Company withheld an aggregate of 1.7 million shares, 1.4 million shares, and 1.9 million shares, respectively, upon the vesting of awards, based upon the closing share price on the vesting date as settlement of the employees’ minimum statutory obligation for the applicable income and other employment taxes.
For fiscal years ended June 30, 2026, 2025 and 2024, the Company remitted cash of $32.3 million, $21.2 million, $47.9 million, respectively, to the appropriate taxing authorities on behalf of the employees. The payment of the taxes by the Company reduced the number of shares that would have been issued on the vesting date and was recorded as a reduction of additional paid-in capital in the consolidated balance sheets and as a reduction of “Payments for tax withholdings, net of proceeds from issuance of common stock” in the financing activity within the consolidated statements of cash flows.
As of June 30, 2026, there was $80.6 million in unrecognized compensation costs related to non-vested stock awards which includes the performance and market condition awards as discussed below. This cost is expected to be recognized over a weighted-average period of 1.5 years.
Stock Awards – Officers and Directors
RSUs granted during fiscal 2026, 2025 and 2024 to named executive officers and directors totaled 1.3 million awards, 1.3 million awards and 0.7 million awards, respectively which included awards with market-based conditions as discussed below.
Stock Awards - Performance Awards
During fiscal 2026, 2025, and 2024, the Compensation Committee of the Board granted 0.8 million, 1.0 million and 0.8 million RSUs, respectively with vesting based on market conditions (“MSUs”) to certain of the Company’s employees. The MSUs granted during fiscal 2026 and 2025 were subject to total shareholder return (“TSR”). The MSUs granted during fiscal 2024 included 0.5 million MSUs subject to TSR and 0.3 million MSUs subject to certain stock price targets.
The TSR MSUs vest based on the Company’s TSR relative to the TSR of the Russell 2000 Index (“Index”). The MSU award represents the right to receive a target number of shares of common stock of up to 150% of the original grant, as indicated in the table below. The MSUs vest based on the Company’s TSR relative to the TSR of the Index over performance periods of three years from the grant date, subject to the grantees’ continued service through the certification of performance.
Level Relative TSR Shares Vested
Below Threshold TSR is less than the Index by more than 37.5 percentage points 0%
Threshold TSR is less than the Index by 37.5 percentage points 25%
Target TSR equals the Index 100%
Maximum TSR is greater than the Index by 25 percentage points or more 150%
TSR is calculated based on the average closing price for the 30-trading days prior to the beginning and end of the performance periods. Performance is measured based on three periods, with the ability for up to one-third of target shares to vest after years 1 and 2 and the ability for up to the maximum of the full award to vest based on the full 3-year TSR less any shares vested based on 1- and 2- year periods. Linear interpolation is used to determine the number of shares vested for achievement between target levels.
The stock price target MSUs vest upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed as achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. Upon satisfaction of the initial stock price target, 50% of the target shares will vest on the 3rd anniversary of the grant date and the remaining 50% will vest on the 4th anniversary of the grant date, subject to employees’ continued service through the applicable vesting dates. If the units are not earned on the last day of initial performance period, the units will remain outstanding and be eligible to be earned if the average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96.
On February 15, 2024, the Company modified certain terms and conditions of the stock price target MSUs for certain executive officers. Under the modified agreement, the stock price target over the initial and fourth year performance periods were revised to $23.00 and $26.00, respectively. All other contractual terms remained unchanged. The incremental compensation cost was not material and is recognized ratably over the remaining requisite service period. As of June 30, 2026, both the modified price targets have been met and shares will vest upon completion of the requisite service period.
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The grant date fair value of each MSU was determined using the Monte Carlo simulation model. The weighted-average grant-date fair value of the TSR MSUs granted during fiscal years 2026, 2025 and 2024 was $22.23 per share, $17.10 per share and $32.66 per share, respectively. The assumptions used in the Monte Carlo simulation included the expected volatility, risk-free interest rate, dividend yield, expected term and possible future stock prices over the performance period based on the historical stock and market prices. The following assumptions were used to determine the grant-date fair values of the TSR MSU during the following periods:
Equity Incentive Plan (TSR MSU)
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Expected term 3.0 years 3.0 years 3.0 years
Risk-free interest rate 3.70 % 3.89 % 4.43 %
Volatility 45 % 48 % 50 %
Dividend yield — % — % — %
The Company recognizes the expense related to these MSUs on a graded-vesting method over the estimated term.
The following table summarizes stock awards with market or performance-based conditions granted and the number of awards that have satisfied the relevant market or performance criteria in each period (in thousands):
Fiscal Year 2026 Fiscal Year 2025 Fiscal Year 2024
Performance awards granted 780 1,037 841
Performance awards earned 1,079 899 846
2014 Employee Stock Purchase Plan
On August 27, 2014, the Board approved the adoption of Extreme Network’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”). On November 12, 2014, the stockholders approved the 2014 ESPP with the maximum number of shares of common stock that may be issued under the plan of 12.0 million shares. During the fiscal year ended June 30, 2022, the Board of Directors unanimously approved an amendment to the 2014 ESPP to increase the maximum number of shares that will be available for sale by 7.5 million shares, which was approved by the stockholders of the Company at the annual meeting of stockholders held on November 4, 2021. The 2014 ESPP allows eligible employees to acquire shares of the Company’s common stock through periodic payroll deductions of up to 15% of total compensation, subject to the terms of the specific offering periods outstanding. Each purchase period has a maximum duration of six months and the maximum shares issuable for each purchase period is 1.5 million shares. The price at which the common stock may be purchased is 85% of the lesser of the fair market value of the Company’s common stock on the first day of the applicable offering period or on the last day of the respective purchase period.
During the fiscal years ended June 30, 2026 and 2025, there were 1.3 million and 1.2 million shares issued under the 2014 ESPP. As of June 30, 2026, there have been an aggregate 22.4 million shares issued under the 2014 ESPP.
Share-Based Compensation Expense
Share-based compensation expense recognized in the financial statements by line-item caption is as follows (in thousands):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Cost of product revenues $ 3,025 $ 2,661 $ 1,899
Cost of subscription and support revenues 2,900 2,912 2,994
Research and development 17,465 17,154 16,686
Sales and marketing 31,052 28,393 26,524
General and administrative 33,819 31,194 28,660
Total share-based compensation expense $ 88,261 $ 82,314 $ 76,763
The Company uses the straight-line method for expense attribution, other than for the PSUs and MSUs, which may use the accelerated attribution method. The Company does not estimate forfeitures, but rather recognizes expense for those shares expected to vest and recognizes forfeitures when they occur.
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The fair value of each RSU grant with market-based vesting criteria under the 2013 Plan is estimated on the date of grant using the Monte-Carlo simulation model to determine the fair value and the derived service period of stock awards with market conditions, on the date of the grant.
The fair value of each share purchase option under the Company's 2014 ESPP is estimated on the date of grant using the Black-Scholes-Merton option valuation model with the weighted average assumptions noted in the following table. The expected term of the 2014 ESPP shares is the offering period for each purchase. The risk-free rate is based upon the estimated life and is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on the historical volatility of the Company’s stock.
The weighted-average estimated per share fair value of shares under the 2014 ESPP in fiscal years 2026, 2025 and 2024, was $4.88, $3.99 and $5.73, respectively.
Employee Stock Purchase Plan
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Expected term 0.5 years 0.5 years 0.5 years
Risk-free interest rate 3.86 % 4.73 % 5.42 %
Volatility 46 % 37 % 47 %
Dividend yield — % — % — %
401(k) Plan
The Company provides a tax-qualified employee savings and retirement plan, commonly known as a 401(k) plan (the “Plan”), which covers the Company’s eligible employees. Pursuant to the Plan, employees may elect to contribute a portion of their current compensation up to the IRS annual contribution limit of $24,500 for the calendar year 2026. Employees aged 50 or over may elect to contribute an additional $8,000 and employees aged 60-63 may elect to contribute an additional $11,250. The amount contributed to the Plan is on a pre-tax or post-tax basis.
The Company provides for discretionary matching contributions as determined by the Board for each calendar year. All matching contributions vest immediately. In addition, the Plan provides for discretionary contributions as determined by the Board each year. The program effective during fiscal 2026 was established to match $0.50 for every dollar contributed by the employee up to the first 6.0% of pay. The Company’s matching contributions to the Plan totaled $6.3 million, $5.7 million and $5.2 million, for fiscal years ended June 30, 2026, 2025 and 2024, respectively. No discretionary contributions were made in fiscal years ended June 30, 2026, 2025 and 2024.
12. Information about Segments and Geographic Areas
The Company operates as a single reportable segment, focused on the development, marketing, and sale of network infrastructure equipment and related software and subscriptions. The Company conducts business globally.
Measure of segment profit or loss:
The Company’s chief operating decision maker (“CODM”), who is its Chief Executive Officer, reviews financial information presented on a consolidated basis and uses consolidated net income (loss), as reflected in the consolidated statements of operations, to assess performance and decide how to allocate resources within the business. Consolidated net income (loss) is also used in the Company’s annual budgeting and forecasting processes to establish goals and compare actual results against both budgeted targets and historical performance.
Significant segment expenses that are regularly provided to and reviewed by the CODM are those presented in the consolidated statements of operations: costs of revenue, research and development, sales and marketing, and general and administrative. Other segment items included in consolidated net income (loss) are restructuring and related charges, amortization of intangible assets, interest income, interest expense, other income (expense), net, and the provision for income taxes, which are also presented in the consolidated statements of operations.
Measure of segment assets:
The measure of segment assets that is reviewed by the CODM is reported within the consolidated balance sheets as “Total assets”. Depreciation expense recorded for fiscal years ended June 30, 2026, 2025 and 2024 was $15.6 million, $14.5 million and $23.9 million, respectively. Total expenditures for additions to property, plant and equipment recorded for fiscal years ended June 30, 2026, 2025 and 2024 were $27.9 million, $24.7 million, and $18.1 million respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company’s long-lived assets are attributed to the geographic regions as follows (in thousands):
Year Ended
June 30, 2026 June 30, 2025
Long-lived assets:
Americas:
United States $ 180,109 $ 161,331
Other 5,325 6,168
Total Americas 185,434 167,499
EMEA 32,609 40,299
APAC 4,657 10,550
Total long-lived assets $ 222,700 $ 218,348
13. Derivatives and Hedging
Foreign Exchange Forward Contracts
The Company uses derivative financial instruments to manage exposures to foreign currency risk that may or may not be designated as hedging instruments. The Company’s objective for holding derivatives is to use the most effective methods to minimize the impact of these exposures. The Company does not enter into derivatives for speculative or trading purposes. The Company enters into foreign exchange forward or zero-cost collar contracts to attempt to mitigate the effect of gains and losses generated by foreign currency transactions related to certain operating expenses and remeasurement of certain assets and liabilities denominated in foreign currencies.
For foreign exchange forward contracts not designated as hedging instruments, the fair value of the derivatives in a gain position are recorded in “Prepaid expenses and other current assets” and derivatives in a loss position are recorded in “Other accrued liabilities” in the accompanying consolidated balance sheets. Changes in the fair value of derivatives are recorded in “Other income (expense), net” in the accompanying consolidated statements of operations. As of June 30, 2026 and 2025, foreign exchange forward currency contracts not designated as hedging instruments had total notional principal amounts of $68.0 million and $57.2 million, respectively. For the fiscal years ended June 30, 2026, 2025 and 2024 the net gains and losses recorded in the consolidated statements of operations from these contracts were net losses of $4.0 million, net gains of $1.0 million, and net losses of $0.3 million, respectively. Changes in the fair value of these foreign exchange forward contracts are offset largely by remeasurement of the underlying assets and liabilities.
Zero-Cost Collar Contracts
The Company uses zero-cost collar contracts, designated as cash flow hedges, to hedge the foreign currency risk associated with forecasted foreign currency denominated operating expenses. The changes in fair value of these derivatives are recorded as a component of “Accumulated other comprehensive loss” in the consolidated balance sheets. Amounts recorded in “Accumulated other comprehensive loss” related to the changes in the fair value of these derivatives are reclassified to the consolidated statement of operations in the same period in which the underlying hedged transaction affects earnings.
As of June 30, 2026, the Company had zero-cost collar contracts that were designated as hedging instruments with a total notional principal amount of $82.5 million and had maturities of less than twelve months. As of June 30, 2025, there were no outstanding zero-cost collar contracts that were designated as hedging instruments. As of June 30, 2026, these contracts had unrealized losses of $1.8 million, which are recorded as a component of “Accumulated other comprehensive loss” in the consolidated balance sheets and are expected to be reclassified into the consolidated statement of operations within the next twelve months. For the year ended June 30, 2026, these contracts had realized net losses of $0.7 million that were reclassified to the consolidated statement of operations.
Foreign Currency Transactions
For the fiscal years ended June 30, 2026, 2025 and 2024 the Company recognized foreign currency transaction net gains of $2.5 million, net losses of $1.8 million and net gains of $0.6 million, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. Restructuring and Related Charges
During fiscal years ended June 30, 2026, 2025 and 2024, the Company recorded restructuring and related charges of $1.3 million, $1.5 million and $36.3 million, respectively. The charges are reflected in “Restructuring and related charges” in the consolidated statements of operations.
During fiscal 2026, the Company completed all of the restructuring plans initiated in prior years and incurred restructuring charges of $0.5 million for severance and benefits costs as well as asset disposal costs related to those plans. Additionally, the Company recorded approximately $0.7 million in restructuring charges related to facilities leases which included a one-time termination fee of $1.1 million for the early termination of one of the Company’s leased facilities, offset by a gain on reduction of the right-of-use asset and lease liability associated with that facility lease.
During the third quarter of fiscal 2024, the Company executed a global reduction-in-force plan targeted towards the reorganization of the Company's research and development and sales and marketing functions to align the Company's workforce with its strategic priorities and to focus on specific geographies and industry segments with higher growth opportunities (the “Q3 2024 Plan”). During the fiscal years ended June 30, 2026, 2025 and 2024 the Company recorded restructuring charges of approximately $0.4 million, $1.2 million and $11.0 million respectively, related to the Q3 2024 Plan, which primarily consisted of severance and benefits expenses, legal and consulting fees.
During the second quarter of fiscal 2024, the Company executed a global reduction-in-force plan to rebalance its workforce to create greater efficiency and improve execution, in alignment with the Company's business and strategic priorities, while reducing its ongoing operating expenses to address reduced revenue and macro-economic conditions (the “Q2 2024 Plan”). During the fiscal years ended June 30, 2026, 2025 and 2024, the Company recorded restructuring benefits of approximately $0.2 million, and restructuring charges of $0.1 million and $15.9 million, respectively, related to the Q2 2024 Plan, which primarily consisted of employee severance and benefits expenses, legal and consulting fees.
During the first quarter of fiscal 2024, the Company initiated a reduction-in-force plan to rebalance the workforce to create greater efficiency and improve execution in alignment with the Company's business and strategic priorities (the “Q1 2024 Plan”). It consisted primarily of workforce reduction to drive productivity in research and development, sales and marketing and provide efficiency across operations and general and administrative functions. During the fiscal year ended June 30, 2024, the Company incurred charges of approximately $2.9 million related to the Q1 2024 Plan. As of June 30, 2024, the plan was completed.
Through June 30, 2026, the Company incurred $31.4 million in restructuring charges under the Q1 2024, Q2 2024 Plan and Q3 2024 Plan which primarily related to severance and benefits costs. As of June 30, 2026, all the 2024 Plans are completed.
During the third quarter of fiscal 2023, the Company initiated a restructuring plan to transform its business infrastructure and reduce its facilities footprint and the facilities related charges (the “2023 Plan”). As part of this project, the Company moved engineering labs from its San Jose, California location to its Salem, New Hampshire location. This move was to help reduce the cost of operating the Company's labs. During the fiscal years ended June 30, 2026, 2025 and 2024, the Company recorded charges of approximately $0.3 million, $0.1 million and $6.6 million, respectively, related to the 2023 Plan, which primarily consisted of moving costs, asset disposal costs and accelerated depreciation on lab leasehold improvements. Through June 30, 2026, the Company incurred $9.9 million in restructuring charges under the 2023 Plan which primarily related to moving and asset disposal costs. As of June 30, 2026, the 2023 Plan is completed.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restructuring liabilities are recorded in “Other accrued liabilities” in the accompanying consolidated balance sheets. As of June 30, 2026 the restructuring liability was $1.1 million related to the early termination fee for a leased facility. As of June 30, 2025 the restructuring liability was approximately $0.7 million related to accrual for severance and benefits for 2024 Plans.
The following table summarizes the activity related to the Company’s restructuring and related liabilities during the following periods (in thousands):
Severance and Employee Related Exit and Disposal Activities Total
Balance at June 30, 2024 $ 11,469 $ — $ 11,469
Period charges, net of reversals 1,395 99 1,494
Period payments and adjustments(1) (12,171 ) (99 ) (12,270 )
Balance at June 30, 2025 $ 693 $ — $ 693
Period charges, net of reversals 259 1,004 1,263
Period payments and adjustments(1) (952 ) 80 (872 )
Balance at June 30, 2026 $ — $ 1,084 $ 1,084
(1)Primarily comprised of cash payments, foreign currency translation and other non-cash adjustments.
15. Income Taxes
Income (loss) before income taxes is as follows (in thousands):
Year Ended
June 30, June 30, June 30,
2026 2025 2024
Domestic $ (31,973 ) $ (38,551 ) $ (72,684 )
Foreign 83,447 42,824 (4,815 )
Income (loss) before income taxes $ 51,474 $ 4,273 $ (77,499 )
The provision for income taxes for the fiscal years ended June 30, 2026, 2025 and 2024 consisted of the following (in thousands):
Year Ended
June 30, June 30, June 30,
2026 2025 2024
Current:
Federal $ (94 ) $ 2,921 $ 1,340
State 334 1,066 246
Foreign 11,786 8,932 6,843
Total current 12,026 12,919 8,429
Deferred:
Federal 509 412 404
State 250 251 252
Foreign (3,430 ) (1,842 ) (620 )
Total deferred (2,671 ) (1,179 ) 36
Provision for income taxes $ 9,355 $ 11,740 $ 8,465
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with the fiscal year ended June 30, 2026. The following table reconciles the US federal statutory income tax amount and rate to the Company's total global provision for income taxes amount and effective tax rate for the year ended June 30, 2026 (in thousands except for percentages):
Year Ended
June 30, 2026
Amount Percent
Tax at US federal statutory rate $ 10,810 21.0 %
State income tax, net of federal benefit(1) 264 0.5 %
Foreign tax effects:
Ireland
Statutory tax rate difference (5,141 ) (10.0 )%
Valuation allowance (7,976 ) (15.5 )%
Other 301 0.6 %
Brazil 618 1.2 %
France 971 1.9 %
India 899 1.7 %
Other jurisdictions 1,370 2.7 %
Effect of changes in tax laws or rates enacted in the current period
Effect of cross border tax laws:
Global intangible low-taxed income 7,433 14.4 %
Section 78 gross up 2,284 4.4 %
SubPart F income 621 1.2 %
Tax Credits:
Research and development tax credit (4,395 ) (8.5 )%
Foreign tax credit (6,891 ) (13.4 )%
Changes in valuation allowances (1,761 ) (3.4 )%
Goodwill amortization 548 1.1 %
Nontaxable or nondeductible items:
Stock-based compensation 1,255 2.4 %
Nondeductible officer compensation 7,912 15.4 %
Other 233 0.5 %
Total provision for income taxes $ 9,355 18.2 %
(1)US state and local jurisdictions that contribute to the majority (greater than 50%) of tax effect in this category include Massachusetts, New Hampshire and Texas.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents a reconciliation of the Company's statutory US federal tax rate to the effective tax rate for the periods indicated, in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands):
Year Ended
June 30, June 30,
2025 2024
Tax at federal statutory rate $ 898 $ (16,275 )
State income tax, net of federal benefit 842 194
Global intangible low-taxed income 13,183 10,595
US valuation allowance change – deferred tax movement (10,417 ) 18,199
Research and development credits (5,359 ) (7,746 )
Tax impact of foreign earnings 911 4,399
Foreign withholding taxes 1,844 2,943
Stock based compensation 3,000 (8,551 )
Goodwill amortization 549 549
Nondeductible officer compensation 10,629 8,667
Nondeductible meals and entertainment 256 319
Foreign tax credits (4,596 ) (4,828 )
Provision for income taxes $ 11,740 $ 8,465
The following table presents income taxes paid, net of refunds received, by jurisdiction (in thousands):
Year Ended
June 30, 2026
US federal $ 1,100
US state and local(2) 1,019
Foreign:
Canada 644
India 2,852
Ireland 5,200
Other 1,715
Total foreign $ 10,411
Total cash paid for income taxes, net of refunds received $ 12,530
(2)No individual jurisdiction accounted for more than 5% of total income taxes paid.
Cash taxes paid prior to the adoption of ASU 2023-09 were approximately $3.8 million and $15.4 million in each of the fiscal years ended June 30, 2025 and 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Significant components of the Company’s deferred tax assets are as follows (in thousands):
Year Ended
June 30, 2026 June 30, 2025
Deferred tax assets:
Net operating loss carry-forwards $ 13,872 $ 16,561
Tax credit carry-forwards 60,216 53,347
Depreciation 3,027 3,335
Intangible amortization 8,950 16,337
Deferred revenue 31,466 31,341
Inventory write-downs 7,603 8,048
Other allowances and accruals 37,929 40,835
Stock based compensation 4,340 4,800
Deferred intercompany gain 3,690 3,690
Ireland goodwill amortization 2,701 3,422
Capitalization of research and development 51,862 46,008
Operating lease liability 6,001 7,667
Other 911 911
Total deferred tax assets 232,568 236,302
Valuation allowance (194,596 ) (207,313 )
Total net deferred tax assets 37,972 28,989
Deferred tax liabilities:
Goodwill amortization (18,259 ) (16,335 )
GAAP capitalized development costs (8,851 ) (3,787 )
Operating lease right of use asset (4,964 ) (6,264 )
Prepaid commissions (4,566 ) (4,017 )
Deferred tax liability on foreign withholdings (1,181 ) (969 )
Total deferred tax liabilities (37,821 ) (31,372 )
Net deferred tax liabilities $ 151 $ (2,383 )
Recorded as:
Net non-current deferred tax assets 7,555 4,650
Net non-current deferred tax liabilities (7,404 ) (7,033 )
Net deferred tax liabilities $ 151 $ (2,383 )
The Company’s global valuation allowance decreased by $12.7 million in the fiscal year ended June 30, 2026 and decreased by $11.1 million in the fiscal year ended June 30, 2025. The Company has provided a full valuation allowance against all of its U.S. federal and state deferred tax assets, as well as valuation allowances against certain non-U.S. deferred tax assets in Brazil. The valuation allowance is determined by assessing both negative and positive available evidence to determine whether it is more likely than not that the deferred tax assets will be recoverable. The Company's inconsistent earnings in recent periods, including historical losses and tax attributes expiring unutilized in recent years provide sufficient negative evidence to require a full valuation allowance against its U.S. federal and state net deferred tax assets. The valuation allowance is evaluated periodically and can be reversed partially or in full if business results and the economic environment have sufficiently improved to support realization of the Company's deferred tax assets. During the fiscal year ended June 30, 2026, the Company’s valuation allowance against its Irish deferred tax assets was released given the available positive evidence including cumulative earnings.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2026, the Company had net operating loss carry-forwards (“NOLs”) for U.S. federal and state tax purposes of $3.1 million and $121.5 million, respectively. As of June 30, 2026, the Company also had foreign NOLs in Australia, Brazil, Ireland and South Korea of $3.4 million, $13.5 million, $1.5 million and $0.9 million, respectively. As of June 30, 2026, the Company also had federal and state tax credit carry-forwards of $28.8 million and $39.8 million, respectively. The U.S. federal tax credit carry-forwards consist of research and development tax credits of $27.7 million and foreign tax credits of $1.1 million. The state tax credit carryforwards are all research and development related. The $3.1 million U.S. federal NOL carry-forwards are the remaining legacy Aerohive NOLs subject to an annual section 382 limitation, however, they have an indefinite carry-forward life. The state net operating losses of $121.5 million will begin to partially expire in the fiscal year ending June 30, 2026. The foreign net operating losses can generally be carried forward indefinitely. Federal research and development tax credits of $27.7 million will expire beginning in fiscal 2027, if not utilized. North Carolina state research and development tax credits of $0.6 million will expire beginning in the fiscal year ending June 30, 2027, if not utilized. California state research and development tax credits of $39.1 million do not expire and can be carried forward indefinitely.
In June 2025, the Company performed an analysis under Section 382 of the IRC with respect to its net operating loss and credit carry-forwards to determine whether a potential ownership change had occurred that would place a limitation on the annual utilization of these U.S. tax attributes. It was determined that no ownership change had occurred during the fiscal year ended June 30, 2025, however, it is possible a subsequent ownership change could limit the utilization of the Company's tax attributes. The Company also performed, in June 2020, a separate IRC section 382 analysis with respect to the NOLs and tax credits acquired from Aerohive and has determined that while the Company will be subject to an annual limitation, the Company should not be limited on the full utilization of the losses and credits during the statutory allowable carryforward period for the NOLs and credits.
It has been the Company’s historical policy to invest the earnings of certain foreign subsidiaries indefinitely outside the U.S. The Company has reviewed its prior position on the reinvestment of earnings of certain foreign subsidiaries and has recorded a deferred tax liability of $1.2 million related to withholding taxes that may be incurred upon repatriation of earnings from jurisdictions where no indefinite reinvestment assertion is made. The Company continues to maintain an indefinite reinvestment assertion for earnings in certain of its foreign jurisdictions. The unrecorded deferred tax liability for potential taxes associated with repatriation of these earnings is $10.6 million.
On July 4, 2025, federal legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes numerous changes to existing tax law including provisions providing current deductibility of domestic research and development costs, modifications to the limitation on deductibility of business interest expense and modifications to the international tax framework. This legislation has multiple effective dates, with certain provisions effective for the Company's fiscal year ended June 30, 2026 and others for the Company’s fiscal year ending June 30, 2027. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. Accordingly, the effects of the new legislation are reflected in the consolidated financial statements for the fiscal year ended June 30, 2026.
The Company conducts business globally and as a result, most of its subsidiaries file income tax returns in various domestic and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. Its major tax jurisdictions are the U.S., Ireland, India, California, New Hampshire, Texas and North Carolina. In general, the Company's U.S. federal income tax returns are subject to examination by tax authorities for fiscal years 2020 forward due to net operating losses and the Company's state income tax returns are subject to examination for fiscal years 2004 forward due to net operating losses. Statutes related to material foreign jurisdictions are generally open for fiscal years 2022 forward for Ireland and for tax year ended March 2022 forward for India.
The Company is currently under examination in the U.S. by the Internal Revenue Service for the tax year ended June 30, 2023. Management believes that adequate provision has been made in the financial statements for any potential assessments that may result from tax examinations and other tax-related matters for all open tax years.
The U.S. tax rules require U.S. tax on foreign earnings, known as Global Intangible Low Taxed Income (“GILTI”). Under U.S. Generally Accepted Accounting Principles, taxpayers are allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes. The Company has elected to account for GILTI tax as a component of tax expense in the period in which it is incurred under the period cost method.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2026, the Company had $18.0 million of unrecognized tax benefits. If fully recognized in the future, $0.2 million would impact the effective tax rate, and $17.8 million would result in adjustments to deferred tax assets and corresponding adjustments to the valuation allowance.
The reconciliation of the beginning and ending amount of total unrecognized tax benefits for the fiscal years ended June 30, 2026, 2025, and 2024 is as follows (in thousands):
Balance at June 30, 2023 $ 18,297
Decrease related to prior year tax positions (25 )
Increase related to prior year tax positions —
Increase related to current year tax positions 20
Lapse of statute of limitations (75 )
Balance at June 30, 2024 $ 18,217
Decrease related to prior year tax positions —
Increase related to prior year tax positions 2
Increase related to current year tax positions 22
Lapse of statute of limitations (127 )
Balance at June 30, 2025 $ 18,114
Decrease related to prior year tax positions (60 )
Increase related to prior year tax positions 6
Increase related to current year tax positions 72
Lapse of statute of limitations (146 )
Balance at June 30, 2026 $ 17,986
Estimated interest and penalties related to the underpayment of income taxes, if any are classified as a component of income tax expense in the consolidated statements of operations and totaled less than $0.1 million for each of the fiscal years ended June 30, 2026, 2025 and 2024.
16. Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock used in the basic net income (loss) per share calculation plus the dilutive effect of any shares subject to repurchase, options and unvested RSUs.
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Net income (loss) $ 42,119 $ (7,467 ) $ (85,964 )
Weighted-average shares used in per share calculation – basic 132,752 132,331 129,288
Options to purchase common stock 203 — —
Restricted stock units 1,850 — —
Employee Stock Purchase Plan shares 165 — —
Weighted-average shares used in per share calculation – diluted 134,970 132,331 129,288
Net income (loss) per share – basic and diluted
Net income (loss) per share – basic $ 0.32 $ (0.06 ) $ (0.66 )
Net income (loss) per share – diluted $ 0.31 $ (0.06 ) $ (0.66 )
Potentially dilutive shares of common stock from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the ESPP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following securities were excluded from the computation of net income (loss) per diluted share of common stock for the periods presented as their effect would have been anti-dilutive (in thousands):
Year Ended
June 30, 2026 June 30, 2025 June 30, 2024
Options to purchase common stock — 841 1,126
Restricted stock units 18 5,419 5,946
Employee Stock Purchase Plan shares 162 216 193
Total shares excluded 180 6,476 7,265
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