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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)


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

For the fiscal year ended June 30, ~~2024~~2025


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

For the transition period from to .

Commission file number 000-25711

Extreme Networks, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		77-0430270
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2121 RDU Center Drive, Suite 300 Morrisville, North Carolina		27560
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 579-2800

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.001 per share

     EXTR

     Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of voting common equity held by non-affiliates of the Registrant was approximately $1.76 billion as of December 31, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, based upon the per share closing price of the Registrant’s common stock as reported on The Nasdaq Global Select Market reported on such date. For purposes of this disclosure, shares of common stock owned by executive officers and directors of the registrant and by persons who owned more than 5% of the outstanding shares of common stock have been treated as shares held by affiliates. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.

~~130~~132,~~337~~209,~~298~~606 shares of the Registrant’s ~~Common~~common stock, $0.001 par value, were outstanding as of August 98, ~~2024~~2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for the year ended June 30, ~~2024~~2025 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

EXTREME NETWORKS, INC.

FORM 10-K

INDEX

		Page
	Forward Looking Statements	2
	PART I	3
Item 1.	Business	3
Item 1A.	Risk Factors	1615
Item 1B.	Unresolved Staff Comments	3230
Item 1C.	Cybersecurity	3230
Item 2.	Properties	3332
Item 3.	Legal Proceedings	3332
Item 4.	Mine Safety Disclosures	3332
	PART II	3433
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3433
Item 6.	[Reserved]	3534
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3635
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4645
Item 8.	Financial Statements and Supplementary Data	4746
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8481
Item 9A.	Controls and Procedures	8481
Item 9B.	Other Information	8481
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	8581
	PART III	8682
Item 10.	Directors, Executive Officers and Corporate Governance	8682
Item 11.	Executive Compensation	8682
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8682
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8682
Item 14.	Principal Accountant Fees and Services	8682
	PART IV	8783
Item 15.	Exhibits and Financial Statement Schedules	8783
Item 16.	Form 10-K Summary	9186
	SIGNATURES	9187

FORWARD LOOKING STATEMENTS

Except for historical information contained herein, certain matters included in this Annual Report on Form 10-K are, or may be deemed to be, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “will,” “may,” “designed to,” “believe,” “should,” “anticipate,” “plan,” “expect,” “intend,” “estimate” and similar expressions identify forward-looking statements, which speak only as of the date of this Annual Report. These forward-looking statements are contained principally under Item 1, “Business,” and under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but may also be in other sections of this Annual Report on Form 10-K. Because these forward-looking statements are subject to risks and uncertainties, actual results could differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include those described in Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

The principal risks and uncertainties affecting our business include the following:

•

~~Intense~~Geopolitical ~~competition~~changes inare ~~the~~creating ~~market~~uncertainty ~~for~~regarding ~~networking~~economic ~~equipment~~ and ~~cloud~~trade ~~platform~~matters, ~~companies~~potentially ~~could~~leading ~~prevent~~to usadverse ~~from~~general ~~increasing~~economic ~~revenues.~~conditions that may adversely impact our business, financial condition, and operating results.

•

~~Adverse~~Intense ~~general~~competition ~~economic~~and ~~conditions~~consolidation orin ~~reduced~~the ~~information~~market ~~technology~~for ~~spending~~networking ~~may~~equipment ~~adversely~~and ~~impact~~management ~~our~~solutions ~~business~~could prevent us from increasing revenues.

•

If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.

System security risks, data breaches, and cyberattacks could compromise our proprietary information, disrupt our internal operations, impact services to customers, and harm public perception of our products, which could materially adversely affect our business, financial condition, operating results, and future growth prospects.

Supply chain issues such as concentration of suppliers and manufacturing partners, supplier disruptions, shipping delays, material or components shortages, quality control, regulatory impacts, and inability to reduce manufacturing costs could harm our business, financial condition, and operating results.

•

WeSystem ~~depend~~security ~~upon~~risks, ~~international~~data ~~sales~~breaches, ~~for~~and acyberattacks ~~significant~~could ~~portion~~compromise ofour proprietary information, disrupt our ~~revenues~~internal ~~which~~operations, ~~imposes~~impact aservices ~~number~~to customers, and harm public perception of ~~risks~~our onproducts, which could materially adversely affect our business., financial condition, operating results, and future growth prospects.

•

If we fail to anticipate technological shifts, market needs and opportunities, and fail to develop products, product enhancements, and business strategies that meet those technological shifts, needs and opportunities in a timely manner or if they do not gain market acceptance, we may not be able to compete effectively and our ability to generate revenues will suffer.

•

We depend upon international sales for a significant portion of our revenues, which imposes a number of risks on our business.

•

If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.

•

To successfully manage our business or achieve our goals, we must attract, retain, train, motivate, develop and promote key employees, and a failure to do so can harm us.

•

We cannot assure future profitability, and our financial results may fluctuate significantly from period to period.

•

Our stock price has been volatile in the past and may significantly fluctuate in the future.

The summary risk factors described above should be read together with the text of the full risk factors below in the section entitled “Risk Factors” and the other information set forth in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, as well as in other documents that we file with the U.S. Securities and Exchange Commission (the “SEC”). The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, operating results, and future growth prospects.

PART I

Item 1. Business

Overview

Extreme Networks, Inc. (EXTR) (collectively referred to as “Extreme,” or “Company,” and as “we,” “us” and “our”) is a ~~leading~~leader ~~provider~~in ofAI-powered cloud networking, focused on delivering simple and secure solutions that help businesses address challenges and enable connections among devices, applications, and users. We push the boundaries of technology, leveraging the powers of artificial intelligence (“AI”), analytics, and automation and have industry leading support services. Tens of thousands of customers globally trust Extreme to drive value, foster innovation, and ~~support~~overcome extreme challenges. Extreme also designs, develops, and manufactures wired, wireless, and software-defined wide area- network (“SD- WAN”) infrastructure equipment. Our Extreme Platform ONETM solution, ~~software~~announced ~~and~~in ~~cloud-based~~December ~~network~~2024 ~~management~~and ~~solutions.~~made ~~The~~generally ~~Company's~~available ~~cloud~~in ~~solution~~July 2025, is a ~~single~~technology platform that ~~offers~~is ~~unified~~designed ~~network~~to ~~management~~reduce ofcomplexity ~~wireless~~for ~~access~~enterprises ~~points,~~by ~~switches~~seamlessly integrating networking, security and ~~SD-WAN.~~AI Itsolutions ~~leverages~~into ~~machine~~a ~~learning,~~single ~~Artificial~~platform. ~~Intelligence~~AI-powered ~~for~~automation ~~Information~~includes ~~Technology~~conversational, ~~Operations~~interactive ~~(“AIOps”)~~ and ~~analytics~~autonomous AI agents—to ~~help~~assist, ~~customers~~advise ~~deliver~~and ~~secure~~accelerate ~~connectivity at~~ the ~~edge~~productivity of ~~the network~~networking, ~~speed~~security ~~cloud deployments,~~ and ~~uncover~~business ~~actionable~~teams—reducing ~~insights~~the ~~to save~~ time, ~~lower~~to ~~costs,~~complete ~~and~~complex ~~streamline operations~~tasks.

Extreme has been pushing the boundaries of networking technology since 1996, driven by a higher purpose of helping our customers connect beyond the network. Extreme’s cloud networking technologies provide flexibility and scalability in deployment, management, and licensing of networks globally. Our global footprint provides service to ~~over 50,000 customers including~~ some of the world’s leading names in business across verticals such as large sports and entertainment venues, hospitality, retail, transportation and logistics, education, government, healthcare, manufacturing, and service providers. We derive all our revenues from the sale of our networking equipment, software subscriptions, and related maintenance contracts.

Our global headquarters is located at 2121 RDU Center Drive, Suite 300, Morrisville, North Carolina 27560, and our telephone number is (408) 579-2800. We have several corporate offices in the United States and international locations. Our website is www.extremenetworks.com.

Industry Background

Enterprises across every industry are going through unprecedented changes, such as ~~leading~~ digital transformation initiatives, migrating their workloads to cloud-based environments, modernizing applications, finding new ways to leverage ~~generative~~multimodal AIand ~~("GenAI")~~agentic AI technology, and ~~adopting~~adapting to a distributed workforce. InTo ~~order to~~ accomplish this, they are adopting new Information Technology (“IT”) delivery models and applications that require fundamental network alterations and enhancements spanning from the access edge to the data center. As networks become more complex and more distributed in nature, we believe IT teams in every industry will need more control and better insights than ever before to ~~ensure~~deliver secure, distributed connectivity and comprehensive centralized visibility. Networking is mission critical and touches all elements of how services are delivered to customers, employees, students, and patients. Managing networks from ~~cloud-based~~a ~~applications~~single ~~where~~platform ~~customers~~that ~~can~~integrates ~~run~~AI ~~their~~networking ~~entire~~and ~~end-to-end~~security ~~networks,~~is ~~from~~critical ~~wired or wireless infrastructure~~ to ~~SD-WAN,~~help ~~while~~reduce ~~ensuring~~complexity ~~full~~and ITminimize ~~management of~~ the ~~business~~time ~~becomes~~it ~~critical.~~takes Into ~~addition,~~complete ~~Machine~~tasks. ~~Learning~~A ~~(“ML”)~~new ~~and~~category ~~Gen~~has AIemerged ~~technologies~~in ~~have~~ the ~~potential~~industry to ~~vastly~~address ~~improve~~challenges ~~the~~related ~~network~~to ~~experience~~managing inthe ~~today's~~breadth ~~world~~and bydepth ~~collating~~of ~~large~~complexities ~~data~~related ~~sets~~ to ~~increase accuracy and derive resolutions to improve the operation of the~~ network. ~~When~~administration, MLdeployment and ~~GenAI~~on-going ~~are~~management ~~applied~~termed ~~with~~AI ~~cloud-driven~~for networking. This ~~and~~new ~~automation,~~category ~~administrators~~is ~~can~~defined ~~quickly~~by ~~scale~~innovation toin ~~provide productivity~~generative, ~~availability,~~multimodal ~~accessibility, manageability, security,~~ and ~~speed,~~agentic ~~regardless~~AI ~~of the distribution of the network~~technology.

As the edge of the network continues to expand, our customers are managing more endpoints which comes with a host of challenges. This continued expansion creates issues such as a higher risk of cyberattacks and a need for more bandwidth asdue ato ~~result of~~ an increase in applications running across the network.

Network complexity manifests itself in the form of more endpoints to manage, more applications to monitor, and more services that rely on the network for service delivery and enablement. When performance suffers, and the tug on internal systems and IT staff becomes more intense, technology is often being overworked. Resolving network problems expeditiously and identifying their root cause, can improve organizational productivity and result in higher performance of operations. AI for networking is needed to improve an IT team’s agility and responsiveness to address these challenges.

We believe that the network has never been more vital than it is today. As administrators grapple with more data, coming from more places, more connected devices, and more Software-as-a-service (“SaaS”) based applications, the cloud is fundamental to managing and maintaining a modern network. Traditional network offerings are not well-suited to fulfill enterprise expectations for rapid delivery of new services, more flexible business models, real-time response, and massive scalability. We expect Extreme Platform ONE to deliver significant productivity gains for IT teams by streamlining network design, deployment, management, and commercial operations through its generative, multimodal, and agentic AI capabilities.

As enterprises continue to migrate increasing numbers of applications and services to either private clouds or public clouds offered by third parties and to adopt new IT delivery models and applications, they are required to make fundamental network alterations and enhancements spanning from device access points (“APs”) to the network core. In either case, the network infrastructure must adapt to this new dynamic environment. Intelligence and automation are key if enterprises are to derive maximum benefit from their cloud deployments. With automation applications becoming increasingly critical in manufacturing, warehousing, logistics, healthcare and other key industries, we believe this will continue to create demand for networking technology to serve as a foundation to run these services.

~~Service~~As ~~providers~~enterprises continue to migrate increasing numbers of applications and services to either private clouds or public clouds offered by third parties and to adopt new IT delivery models and applications, they are ~~investing~~required into make fundamental network alterations and enhancements ~~with~~spanning ~~platforms~~from wireless access points (“APs”) to the network core. In either case, the network infrastructure must adapt to this new dynamic environment. AI and automation are key if enterprises are to derive maximum benefit from their cloud deployments. With automation applications ~~that~~becoming ~~deliver~~increasingly ~~data~~critical ~~insights~~in manufacturing, ~~provide~~warehousing, ~~flexibility~~logistics, healthcare and ~~can~~other ~~quickly~~key ~~respond~~industries, we believe this will continue to ~~new~~create ~~user~~demand ~~demands~~for ~~and~~networking 5Gtechnology ~~use~~to ~~cases~~serve as a foundation to run these services.

WeService ~~believe~~providers ~~Extreme~~are ~~will~~investing ~~continue~~in ~~to benefit from the use of its technology to manage distributed campus~~ network ~~architecture~~enhancements ~~centrally~~with ~~from~~platforms ~~the~~and ~~cloud.~~applications ~~Extreme has blended a dynamic fabric attach architecture~~ that ~~delivers~~deliver ~~simplicity~~data ~~for~~insights, ~~moves~~provide ~~and changes at the edge of the network~~flexibility, ~~together~~and ~~with~~can ~~corporate-wide~~quickly ~~role-based~~respond ~~policy. This enables customers~~ to ~~migrate to~~ new ~~cloud~~user ~~managed~~demands ~~switching, Wi-Fi,~~ and ~~SD-WAN,~~5G ~~agnostic~~use ~~of the existing switching or wireless equipment they already have installed~~cases. InThe ~~the~~scale ~~end,~~of weissues ~~expect~~and ~~these~~challenges ~~customers~~seen towithin ~~see~~service ~~lower~~provider ~~operating~~networks ~~and~~is ~~capital~~even ~~expenditures,~~greater ~~lower~~than ~~subscription~~the ~~costs,~~enterprise ~~lower~~network ~~overall~~-- ~~cost~~thus ofthey ~~ownership~~too ~~and~~can ~~more~~greatly ~~flexibility~~benefit ~~along~~from ~~with~~operational agains ~~more~~from ~~resilient~~Extreme ~~network~~Platform ONE.

We ~~estimate~~believe ~~the~~Extreme ~~total~~will ~~addressable~~continue ~~market~~to ~~for~~benefit ~~our~~from ~~Enterprise~~the ~~Networking~~use ~~solutions~~of ~~consisting~~its oftechnology ~~cloud~~to ~~networking,~~manage ~~wireless~~distributed ~~local~~campus ~~area~~network ~~networks~~architecture ~~(“WLAN”),~~centrally ~~data~~from ~~center~~the ~~networking,~~cloud. ~~ethernet~~Extreme ~~switching,~~has ~~campus~~blended ~~local~~a ~~area~~dynamic ~~networks~~network ~~(“LAN”),~~fabric ~~SD-WAN~~architecture ~~solutions~~that ~~and~~delivers ~~management,~~simplicity ~~automation,~~for moves and ~~elements~~changes at the edge of the ~~Secure~~network, ~~Access~~together ~~Services~~with ~~Edge~~corporate-wide ~~(“SASE”)~~role-based ~~market~~policy. This enables customers to bemigrate ~~over~~to ~~$47~~new ~~billion~~cloud managed switching, Wi-Fi, and ~~growing~~SD-WAN, atagnostic ~~approximately~~of ~~13%~~the ~~annually~~existing ~~over~~switching ~~the~~or ~~next~~wireless ~~five~~equipment ~~years~~they already have installed. ~~This~~In ~~comprises~~the ~~over~~end, ~~$36~~we ~~billion~~expect ~~for~~these ~~networking~~customers ~~and~~to ~~infrastructure~~see ~~spanning~~lower ~~enterprise~~operating and ~~service~~capital ~~provider~~expenditures, ~~(largely~~lower ~~5G)~~subscription ~~applications~~costs, ~~and~~lower ~~$11~~overall ~~billion~~cost ~~for~~of ~~networking~~ownership ~~cloud~~ and ~~security~~more ~~software,~~flexibility ~~which~~along iswith ~~expected~~a tomore ~~grow~~resilient tonetwork, ~~$31~~powered ~~billion~~ by ~~2028~~Extreme Platform ONE.

We estimate the total addressable market (“TAM”) for our networking solutions, consisting of cloud networking, wireless local area networks (“WLAN”), campus local area networks (“LAN”), Ethernet switching, data center networking, SD-WAN solutions, and elements of the Secure Access Service Edge (“SASE”), exceeded $42 billion in calendar year 2024. Based on data from 650 Group, Gartner, IDC, and Dell'Oro Group, demand is projected to grow at a five-year compound annual growth rate (“CAGR”) of approximately 7%, reaching $59 billion by 2029. Within this market, cloud-managed networking solutions are expected to grow at a CAGR of approximately 15% through 2029. And with Extreme Platform ONE, we are addressing AI Networking for the Campus, a high-growth segment forecasted to grow at a 72% CAGR over the next five years.

The Extreme Strategy

WeExtreme ~~are~~is ~~driven~~committed to ~~help~~empowering ~~our~~organizations ~~customers~~with ~~find~~ new ways to ~~deliver~~simply ~~better~~and ~~outcomes.~~securely ~~Connectivity~~connect iswith ~~just~~Extreme's ~~the~~intelligent ~~foundation.~~technology Weplatform ~~make the network a strategic asset. The combination of our solutions provides the connectivity, bandwidth, performance and insights~~ that ~~organizations~~help ~~of all sizes need to~~ move their organizations forward. ~~IT leaders are now tasked with ensuring the global, hybrid workforce is functional and successful no matter where they are, and ensuring people can work wherever they want.~~

~~The~~Extreme ~~integration~~Platform ofONE ~~AI,~~is ~~security~~designed ~~and~~to ~~analytics~~reduce ~~into~~complexity afor ~~single~~enterprises ~~platform~~by isseamlessly aintegrating ~~key differentiator for Extreme~~networking, assecurity ~~it allows us to bring greater simplicity~~ and ~~flexibility~~AI ~~for customers~~solutions. ~~Modern~~The ~~networking~~platform’s ~~approaches~~AI-powered ~~enhance~~automation ~~security~~includes ~~and~~conversational, ~~flexibility~~interactive ~~for enterprises~~ and ~~there~~autonomous isAI aagents, ~~rise~~to ~~in cloud-based services~~assist, ~~SD-WAN~~advise and ~~other~~accelerate ~~driving~~the ~~forces~~productivity toof ~~deliver~~networking, ~~services~~security toand ~~customers~~business ~~and~~teams—reducing ~~employees~~the ~~while~~time ~~minimizing~~to ~~cyber~~complete ~~security~~complex ~~threats~~tasks. Extreme isPlatform ~~investing~~ONE inis ~~products~~also ~~that~~designed ~~help~~to ~~customers~~offer ~~drive~~the ~~flexibility~~industry's ~~and~~simplest ~~resilience in infrastructure~~licensing.

Customers recognize that Extreme offers the simplest and easiest to manage, end-to-end enterprise networking platform in the industry. Our One Network, One Cloud, One Extreme solution, enhanced with our AI Ops capabilities, excels relative to the complex and high total cost of ownership solutions of our competitors. This framework remains a competitive differentiator, particularly at a time when major competitors have created complexity with disjointed solutions and uncertainty in their long-term rationalization of products and solutions. We are focused on helping customers find new ways to deliver better outcomes such as increased IT productivity, reduced operating expenses, or securing their business. Our sole focus on networking allows us to offer a differentiated and integrated portfolio and a clear roadmap to meet customers’ needs.

Cloud networking management allows customers to gain real-time visibility and insights into areas such as application usage, location and workflow patterns across their environment, helping to inform strategic business decisions and create personalized experiences. Customers benefit from visibility, control and reduced time to resolution. This is the cornerstone of our One Network, One Cloud, One Extreme vision. Subscription services allow us to deliver more value over time to this installed base. Our flexibility in delivering management, AI, security and other capabilities to customers both on premises and in the cloud gives them much more value than our competitors. We have one license per device and compared to the complicated offerings of our competitors, this is a very differentiated value proposition. Extreme’s broad product, solutions, and technology portfolio supports these tenets and continues to innovate and evolve them to help businesses succeed.

Extreme has recognized that the way we and our customers communicate has changed and given rise to these distributed enterprise environments, or in other words, the Infinite Enterprise, which has three tenets:

Infinitely distributed connectivity is the enterprise-grade reliable connectivity that allows users to connect anywhere, from anywhere. It is always present, available and assured, while being secure and manageable.

Scalable cloud allows administrators to harness the power of the cloud to efficiently onboard, manage, orchestrate, troubleshoot the network, and find data and insights of the distributed connectivity at their pace in their way.

Consumer-centric experience designed to deliver a best-in-class experience to users who consume network services.

Extreme’s broad product, solutions and technology portfolio supports these three tenets and continues to innovate and evolve them to help businesses succeed.

Key elements of Extreme’s strategy and differentiation include:

•

~~Creating~~Deliver ~~effortless~~AI ~~networking solutions~~ that ~~allow all of us to advance. We believe that progress~~ is ~~achieved~~fully ~~when~~integrated weinto ~~connect—allowing~~the usnetworking toexperience. ~~learn,~~As ~~understand,~~IT ~~create,~~environments ~~and~~ grow. Wein ~~make~~complexity, ~~connecting~~enterprises ~~simple~~need ~~and~~simpler, ~~easy~~smarter ~~with~~ways ~~effortless~~to ~~networking~~manage ~~experiences~~their ~~that~~networks. ~~enable~~Extreme ~~all~~Platform ofONE usdelivers tosignificant ~~advance~~benefits ~~how we live, work, and share.~~including:

AI-Driven Insight and Automation: Customers gain instant insights while the network adapts in real time to bandwidth spikes and security threats. Network administrators can set guardrails for policy, risk, and approvals, while AI agents act autonomously to optimize performance and reliability in real time.

End-to-End Network Visibility: With real-time network topology and lifecycle data, customers can improve compliance, simplify onboarding, and enable proactive planning for refreshes, expansions, or support alignment. Extreme Platform ONE eliminates fragmented screenshots of the network and delivers a complete view in one place.

Unified Operations Dashboard: Extreme Platform ONE consolidates license, contract, and asset management into a single, intuitive platform, delivering real-time visibility into usage, renewals, support coverage, and device inventory across all sites and product lines.

Integrated Experience: One integrated experience for everyone in an organization, including Network Operations (“NetOps”), Security Operations (“SecOps”), and business teams, to access just what they need to do high quality work from a fully customizable workspace.

Simplified licensing: Extreme Platform ONE is backwards compatible to ExtremeCloud IQ and is now bundled with support services to facilitate license to asset tracking.

•

Provide a differentiated end-to-end cloud networking architecture. Cloud networking is estimated to be a $15 billion segment of the networking market comprising cloud-managed services and cloud-managed products, which are largely WLAN access points and ethernet switches, growing at 15% annually over the next five years, according to data from the 650

Provide a differentiated end-to-end cloud architecture. Cloud networking is estimated to be a $11 billion segment of the networking market comprising cloud-managed services and cloud-managed products, which are largely WLAN access points and ethernet switches, growing at 31% annually over the next five years, according to data from the 650 Group, Gartner, IDC and Dell’'Oro. Cloud management technology has evolved significantly over the past decade. WeExtreme believe we deliver a combination of innovation, reliability, and security with the leading end-to-end cloud management platform powered by ML and AI that spans from the Internet of Things (“IoT”) edge to the enterprise data center. Key characteristics of our cloud architecture includeoffers:

Cloud Platform: A robust cloud management platform that delivers visibility, intelligence, and assurance from the ~~IoT~~network edge to the ~~network~~ core.

Cloud Choice for ~~customers~~Customers: Our cloud networking solution is available on all major cloud providers (Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”) and Microsoft Azure).

~~Consumption~~ExtremeCloud ~~Flexibility~~IQ: ~~Offer~~Our aExtremeCloud ~~range~~IQ ofoffering ~~financing~~conforms ~~and~~to ~~network~~ISO/IEC ~~purchase~~27001, ~~options.~~ISO/IEC ~~Our~~27017 ~~value-based~~and ~~subscription~~ISO/IEC ~~tiers~~27701 ~~provide~~standards ~~customers~~for ~~with~~data ~~flexibility~~privacy toand ~~grow,~~protection as ~~well~~set asforth ~~offer~~by ~~pool-able~~the ~~and~~International ~~portable~~Standards ~~licenses~~Organization ~~that can be transferred between products~~ (~~e.g.~~“ISO”), ~~access points~~ and ~~switches)~~is atCSA ~~one~~STAR ~~fixed price~~certified.

~~“No~~Cloud ~~9s”~~Continuum: ~~reliability~~We ~~and~~provide ~~resiliency~~hosting toflexibility ~~ensure~~across ~~business~~a ~~continuity~~range ~~for~~of ~~our~~options ~~customers~~including public, private, and on-premises edge cloud options.

~~Extreme~~Consumption ~~Cloud~~Flexibility: IQWe ~~("XIQ")~~offer ~~cloud~~a ~~platform~~range ~~conforms~~of tofinancing ~~ISO/~~and ~~IEC~~network ~~27017~~purchase ~~and~~options. isOur ~~certified~~value-based bysubscription ~~DQS~~tiers provide customers with flexibility to ~~ISO/IEC~~grow, ~~27001~~as well as offer pool-able and ~~ISO/IEC~~portable ~~27701~~licenses bythat ~~the~~can ~~International~~be ~~Standards~~transferred ~~Organization~~between products (~~“ISO”)~~e.g., access points and ~~CSA~~switches) ~~STAR~~at ~~certified~~one fixed price.

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Offer customers choice: public or private cloud, or on-premises. We leverage the cloud where it makes sense for our customers and provide on-premises solutions where customers need it and also have a solution for those who want to harness the power of both. Our hybrid approach gives our customers options to adapt the technology to their business. At the same time, all of our solutions have visibility, control and strategic information built in, all tightly integrated with a single view across all of the installed products. Our customers can understand what is going on across their network and applications in real time – who, when, and what is connected to the network, which is critical for bring your own device (“BYOD”) and Internet of Things (“IoT”) usage.

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~~Highest~~Offers ~~value~~universal ofplatforms ~~cloud management subscriptions. ExtremeCloud IQ provides unified cloud-native management driven by Machine Learning (ML)~~ for ~~wireless~~enterprise ~~access~~class ~~points,~~switching ~~network switches,~~ and ~~SD-WAN~~wireless ~~solutions~~infrastructure. ItWe ~~features~~offer ~~intuitive~~universal ~~configuration~~platforms ~~workflows,~~which ~~real-time~~support ~~and~~multiple ~~historical~~deployment ~~monitoring,~~use ~~comprehensive troubleshooting~~cases, ~~and~~providing ~~integrated~~flexibility ~~network applications for Extreme customers. The innovative ML technologies of XIQ analyze~~ and ~~interpret~~investment ~~millions of network and user data points, from the edge to the data center, to power actionable business and IT insights~~protection. The platform streamlines operations by delivering new levels of network automation and intelligence. The ExtremeCloud IQ Pilot license tier streamlines every aspect of network management from deployment and maintenance to problem resolution. The Pilot license includes key capabilities for guest management, WIPS, and location services with associated services: ExtremeGuest, ExtremeAirDefense, and ExtremeLocation.

~~ExtremeGuest™~~Universal isswitches a(7720/5720/5520/5420/5320/4220/4120) ~~comprehensive~~support ~~guest~~fabric ~~engagement~~or ~~solution~~traditional ~~that~~networking ~~enables~~with ITa ~~administrators~~choice toof ~~use~~cloud ~~analytical~~or ~~insights~~on-premises to(air-gapped ~~engage~~or ~~visitors~~cloud ~~with~~connected) ~~personalized engagements~~management.

~~Extreme~~Universal ~~AirDefense™~~Wi-Fi is6/6E/7 aAPs ~~comprehensive wireless intrusion prevention system~~ (~~“WIPS”) that simplifies the protection~~300/400, ~~monitoring~~4000 and ~~security~~5000 ofseries) ~~wireless~~support ~~networks.~~campus ~~With~~or ~~the~~distributed ~~added~~deployments ~~Bluetooth~~with ~~and~~a ~~Bluetooth~~choice ~~low~~of ~~energy~~cloud ~~intrusion~~or ~~prevention,~~on-premises ~~network~~(air-gapped ~~administrators~~or ~~can~~cloud-connected) ~~address growing threats against Bluetooth and Bluetooth low energy devices~~management.

~~ExtremeLocation™~~Universal ~~delivers~~licensing ~~proximity,~~with ~~presence~~one ~~and~~portable ~~location-based~~management ~~services~~license for ~~advanced~~any ~~contact~~device ~~tracing~~and infor ~~support~~any type of ~~the~~management. ~~location-intelligent~~For ~~enterprise~~switches, operating system feature licenses are portable, and bulk activated through ExtremeCloud IQ.

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~~Additional~~Enable AIa ~~capabilities.~~common ~~The~~fabric ~~ExtremeCloud~~to IQsimplify ~~CoPilot~~and ~~license~~automate ~~tier is an add-on to~~ the ~~Pilot license tier~~network. ItFabric ~~includes~~technologies ~~all~~virtualize the ~~capabilities~~network ofinfrastructure ~~the~~(decoupling ~~ExtremeCloud~~network ~~Pilot~~services ~~and~~from ~~Navigator~~physical ~~license~~connectivity) ~~tiers.~~which ~~CoPilot~~enables ~~serves~~network asservices ~~more~~to ~~than~~be aprovisioned ~~centralized~~faster, ~~point of management~~ with ~~AIOps,~~lower ~~Digital~~likelihood ~~Twin~~of ~~and other enhancements to network management and automation~~error. ItThey ismake ~~a trusted digital advisor for your Extreme cloud-managed Wi-Fi networks that proactively reduces risk and provides~~ the ~~fastest~~underlying ~~time~~network tomuch ~~the~~easier ~~best experience. This includes advanced anomaly detection and capabilities~~ to ~~ensure~~design, ~~the~~implement, ~~user~~manage, ~~experience of wireless~~ and ~~wired devices~~troubleshoot.

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Offers universal platforms for enterprise class switching and wireless infrastructure. Extreme offers universal platforms which support multiple deployment use cases, providing flexibility and investment protection.

Universal switches (7720/5720/5520/5420/5320) support fabric or traditional networking with a choice of cloud or on-premises (air-gapped or cloud connected) management.

Universal Wi-Fi 6/6E APs (300/400, 4000, and 5000 series) support campus or distributed deployments with a choice of cloud or on-premises (air-gapped or cloud connected) management.

Universal licensing with one portable management license for any device and for any type of management. For switches, OS feature licenses are portable, and bulk activated through ExtremeCloud IQ.

AI is a dynamic tool and is leveraged to drive productivity across our company and to offer security and GenAI solutions to our customers. Extreme’s journey in AI began in 2020 with the advent of machine learning and purpose-built AI. We then introduced Co-Pilot AIOps in 2022 to further enhance network performance and troubleshooting. Today we have next exciting chapter – Extreme AI Expert – a GenAI solution that will help optimize networks, provide better design, improve mean time to resolution for technical issues, and create cost savings in the overall design and implementation of networks. We are utilizing AI to improve mean time to resolution for customers, both through our AIOps offerings as well as internal use of Extreme AI Expert. We announced a technology preview of our Extreme AI Expert showcasing its ability to speed up documentation searches and resolution of network performance issues. This allows our customers to optimize their network performance and make it easier to focus on value-added activities.

There are several ways customers will be able to leverage our AI in the future:

Knowledge queries provide the ability to answer any question in context (i.e., role, application, conversation). Questions are answered with Extreme’s product documentation, GTAC knowledge base and selected training, and best practices material.

Intelligent Queries are answered with customer network data from multiple applications (XIQ, SD-WAN, etc.). User Manuals, Release Notes, How to Guides, EOSL, EOL, Licensing, Service Contracts ,and Company information.

“What-If” Queries give the ability for the system to work autonomously and optimize itself based on business key performance indicators ("KPIs"). These scenarios work on an on-demand, scheduled, or always-on basis. Predictive and scenario questions that are answered apply further processing to the network data, anomaly detections, pattern recognition, root cause analysis, predictive analytics and network optimization.

Enable a common fabric to simplify and automate the network. Fabric technologies virtualize the network infrastructure (decoupling network services from physical connectivity) which enables network services to be turned up faster, with lower likelihood of error. They make the underlying network much easier to design, implement, manage and troubleshoot.

Offer a frictionless experience for secure hybrid work. Our layered security approach is managed from one cloud and secure by design. We offer tightly integrated security with network fabric and infrastructure.

~~We launched~~ ExtremeCloud Universal ZTNA, is the first network security offering to integrate network, application, and device security within a single solution. By combining Cloud Network Access Control ("“NAC"”) and Zero Trust Network Authentication ("“ZTNA"”) into a single, easy-to-use SaaS offering, we help customers ensure unified observability, frictionless user experiences and a consistent security policy for applications and devices ~~and~~as ~~supports~~well as support secure hybrid work use cases for customers. As the virtual private network (“VPN”) market transitions to ZTNA, the proliferation of individual applications, each with their own policy and dashboard, is adding complexity and expense for enterprise customers. We expect the broadening of our security offering to drive significant traction for our business with growth opportunities.

Extreme’s unique and highly differentiated network fabric makes it simple to orchestrate applications and policy across the entire campus, from the core to the wireless edge, and across the wide area network. We bring enhanced security, the ability to segment networks and zero touch provisioning, thus ~~eliminating~~reducing confusion, complexity and the need for additional IT staff. This is in stark contrast to our competitors’ fabric solutions, which were designed for service ~~provider~~providers and data center networks and not meant for the campus.

~~Extreme AirDefense delivers intrusion detection and prevention capabilities across the wireless portfolio.~~5

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End-to-End Portfolio. Our cloud-driven solutions provide visibility, control and strategic intelligence from the edge to the data center, across networks and applications. Our solutions include wired switching, wireless switching, wireless access points, WLAN controllers, routers, and an extensive portfolio of software applications that deliver AI-enhanced access control, network and application analytics, as well as network management. All can be managed, assessed, and controlled from a single pane of glass on premises or from the cloud.

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Provide high-quality ~~in-house~~insourced customer service and support. We seek to enhance customer satisfaction and build customer loyalty through high-quality service and support. This includes a wide range of standard support programs to the level of service our customers require, from standard business hours to global 24-hour-a-day, 365-days-a-year real-time responsive support.

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6Extend switching and routing technology leadership. Our technological leadership is achieved by the development of innovative switching, routing and wireless products, the depth and focus of our market experience and our operating systems - the software that runs on all of our networking products. Our products reduce operating expenses for our customers and enable a more flexible and dynamic network environment that will help them meet the upcoming demands of IoT, mobile, and cloud.

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~~Extend~~Expand ~~switching~~Wi-Fi ~~and routing~~ technology leadership. ~~Our~~Wireless ~~technological~~is ~~leadership~~today’s isnetwork ~~based~~access onmethod ~~innovative~~of ~~switching~~choice and every business must deal with scale, ~~routing~~density and ~~wireless~~BYOD ~~products,~~challenges. The network edge landscape is changing as the ~~depth~~explosion of mobile and ~~focus~~IoT devices ofincreases ~~our~~the ~~market~~demand ~~experience~~for high-performance, transparent, and ~~our~~always-on ~~operating~~wired ~~systems~~to -wireless ~~the~~edge ~~software~~services. The unified access layer requires distributed intelligent components to ensure that ~~runs~~access oncontrol ~~all~~and resiliency of ~~our~~business ~~networking~~services ~~products.~~are ~~Our~~available ~~products~~across ~~reduce~~the ~~operating~~entire ~~expenses~~infrastructure ~~for~~and ~~our~~manageable ~~customers~~from ~~and~~a ~~enable~~single console. We are at a ~~more~~technology ~~flexible~~inflection point with the pending migration from Wi-Fi 6 solutions to 6 GHz Wi-Fi (Wi-Fi 6E and ~~dynamic~~Wi-Fi ~~network~~7), ~~environment~~focused ~~that~~on ~~will~~providing ~~help~~more ~~them~~efficient ~~meet~~access to the ~~upcoming~~broad ~~demands~~array of ~~IoT,~~connected ~~mobile,~~devices. We believe we have the industry’s broadest 6 GHz indoor and ~~cloud.~~outdoor wireless portfolio.

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~~Expand~~Offer ~~Wi-Fi~~actionable ~~technology leadership~~insights. ~~Wireless~~Our ~~is today’s~~ network-powered ~~access~~application ~~method~~analytics ofprovide ~~choice~~actionable ~~and every~~ business ~~must~~insights ~~deal~~by ~~with~~capturing ~~scale, density~~ and ~~BYOD~~analyzing ~~challenges. The network edge landscape is changing as the explosion of mobile and IoT devices increases the demand for high~~context-~~performance,~~based ~~transparent,~~data ~~and~~about ~~always-on wired to wireless edge services. The unified access layer requires distributed intelligent components to ensure that access control and resiliency of business services are available across~~ the ~~entire~~network ~~infrastructure~~ and ~~manageable~~applications ~~from a single console. We are at a technology inflection point with the pending migration from Wi-Fi 6 solutions~~ to 6deliver ~~GHz~~meaningful ~~Wi-Fi~~intelligence ~~(Wi-Fi~~about 6Eapplications, ~~and Wi-Fi 7)~~users, ~~focused~~locations onand ~~providing more efficient access to the broad array of connected~~ devices. WeWith ~~believe~~an weeasy ~~have~~to ~~the~~comprehend ~~industry’s broadest 6 GHz indoor and outdoor wireless portfolio~~dashboard, ~~providing~~our ~~intelligence~~applications ~~and~~help ~~security~~businesses ~~for~~turn ~~wired/wireless~~their ~~networks~~network byinto ~~leveraging~~a ~~our~~strategic ~~cloud~~business ~~architecture,~~asset ~~end-to-end~~that ~~fabric~~helps ~~services,~~executives ~~Universal~~make ~~Zero~~faster ~~Trust Network Access,~~ and ~~AIOps~~more ~~management~~effective ~~platform with Explainable ML insights~~decisions.

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Offer a superior quality of experience. Our network-powered application analytics provide actionable business insights by capturing and analyzing context-based data about the network and applications to deliver meaningful intelligence about applications, users, locations and devices. With an easy to comprehend dashboard, our applications help businesses turn their network into a strategic business asset that helps executives make faster and more effective decisions.

Expand market penetration by targeting high-growth market segments. Within the campus, we focus on the mobile user, leveraging our automation capabilities and tracking WLAN growth. Our data center approach leverages our product portfolio to address the needs of public and private cloud data center providers. We believe that the cloud networking compound annual growth rate will continue to outpace the compound annual growth rate for on-premises managed networking. Our focus is on expanding our technology foothold in the critical cloud networking segment to accelerate not only cloud management adoption, but also subscription-based licensing consumption.

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Leverage and expand multiple distribution channels. We distribute our products through select distributors, a large number of resellers and system-integrators worldwide, as well as several large strategic partners. We maintain a field sales force to support our channel partners and to sell directly to certain strategic accounts. As an independent networking vendor, we seek to provide products that, when combined with the offerings of our channel partners, create compelling solutions for end-user customers.

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Maintain and extend our strategic relationships. We have established strategic relationships with a number of industry-leading vendors to ~~both~~ provide both increased and enhanced routes to market, ~~and~~to collaboratively develop unique solutions.

Products

Our products and services categories include:

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Cloud Networking Platform: Core to our product portfolio and providing ~~the~~ end-to-end visibility and control from the access edge to the data center is our industry-leading cloud platform and cloud management application, ExtremeCloud IQ. ExtremeCloud IQ is ana machine learning (“ML”)/AI powered, wired and wireless cloud network management solution that offers advanced visibility and control over users, devices, and applications. ExtremeCloud IQ is designed to allow customers to keep operational costs low, ~~adjusts~~adjust to customer demand, and ~~delivers~~deliver robust functionality for provisioning, management, troubleshooting and provide guaranteed data durability to assure access with 100% uptime. ExtremeCloud IQ is available in ~~three deployment options (~~public, private, or on-premises) deployment options that support one goal – to provide customers with maximum flexibility, continuous innovation and consistent user experience. It can be deployed in any major data center environment such as AWS, GCP and Azure, or local private cloud options. The ExtremeCloud IQ application already manages ~~around~~over three million devices ~~in public, private,~~ and ~~on-premises global cloud deployment. The platform~~ is run from multiple regional data centers, giving customers greater control over the location of their data and adding to the resiliency of the platform. In fiscal year 2025, we introduced Extreme Platform ONE, a bold innovation designed to redefine the cloud networking landscape. This natively integrated platform brings together networking, security, and AI-driven automation into one cohesive solution, aligned with our long-term growth strategy. With simplified licensing and end-to-end visibility, it is designed to unlock new levels of operational efficiency and scalability. We believe the platform's generative,

Automation, Analytics, and Security Applications: Our application portfolio delivers additional analytics, security, access control, and management insights both on-premises and in the cloud. ExtremeCloud IQ – Site Engine extends cloud management to non-cloud native and multi-vendor devices to provide one dashboard view of your entire network that can be managed in the cloud or on-premises. The application provides task automation, access control, granular visibility with real-time analytics and multi-vendor device management. ExtremeCloud IQ Essentials provides three key applications - WIPS, location services, and guest management - for ExtremeCloud IQ Pilot license customers at no added cost, enabling organizations to take advantage of an all-in-one platform for wired and wireless management, business insights, location tracking, wireless security, seamless IoT onboarding and guest access, and guest access through a single user interface.6

7multimodal, and agentic AI capabilities position Extreme Networks as a leader in autonomous network management, creating value for customers and driving competitive advantage in a rapidly evolving market.

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~~Wireless~~Automation, ~~LAN~~Analytics, ~~AP:~~and ~~One~~Security ofApplications: ~~the~~Our ~~industry’s~~application ~~broadest~~portfolio ~~and~~delivers ~~most~~additional ~~comprehensive~~analytics, ~~Extreme’s~~security, ~~wireless~~access APcontrol, ~~portfolio~~and ~~includes~~management insights both ~~indoor and outdoor Wi~~on-Fipremises 7 and ~~prior generation APs. Proven~~ in ~~some of~~ the ~~most~~cloud. ~~demanding~~ExtremeCloud ~~environments,~~IQ ~~ExtremeWireless~~– ~~delivers~~Site anEngine ~~exceptional~~extends ~~experience~~cloud ~~for~~management ~~BYOD~~to ~~and~~non-cloud ~~mobile~~native ~~users wherever they may roam. Included in that portfolio are our custom stadium~~ and ~~large venue outdoor Wi~~multi-Fivendor 7devices ~~APs,~~to ~~which,~~provide ~~when~~one ~~combined~~dashboard ~~with~~view ~~ExtremeAnalytics, are the basis~~ of ~~our~~your ~~selection~~entire asnetwork ~~the~~that ~~Official~~can ~~Wi-Fi~~be &managed ~~Analytics~~in ~~Provider for~~ the ~~National~~cloud ~~Football~~or ~~League and Major League Baseball~~on-premises. InThe ~~addition~~application toprovides ~~powering~~task ~~large~~automation, ~~venues~~access ~~and stadiums~~control, ~~our~~granular ~~Extreme~~visibility ~~APs~~with ~~also~~real-time ~~deliver~~analytics ~~flexible~~ and ~~scalable~~multi-vendor ~~options~~device ~~for~~management. ~~highly~~ExtremeCloud ~~distributed~~IQ ~~environments~~Essentials ~~for~~provides ~~major~~three ~~companies~~key ~~globally.~~applications ~~Our~~- ~~APs~~Wireless ~~allow~~Intrusion ~~our~~Prevention ~~customers~~System ~~to purchase unified hardware~~(“WIPS”), ~~starting~~location ~~with our Wi-Fi 7 AP portfolio~~services, and ~~choose~~guest ~~the~~management ~~software~~- ~~mode option~~ for ~~the~~ExtremeCloud ~~optimal~~IQ ~~deployment~~Pilot ~~architecture~~license incustomers ~~their~~at ~~environments.~~no ~~Our~~added ~~premier wireless security solution~~cost, ~~Extreme~~enabling ~~AirDefense~~organizations ~~delivers~~to ~~intrusion~~take ~~detection~~advantage ~~and~~of ~~prevention~~an ~~capabilities~~all-in-one ~~across~~platform ~~the wireless portfolio. Recently, we also introduced the first WIPS solution to incorporate support~~ for ~~Bluetooth~~wired and ~~Bluetooth~~wireless ~~Low~~management, ~~Energy~~business ~~(“BLE”)~~insights, ~~visibility~~location ~~and~~tracking, ~~intrusion~~wireless ~~protection.~~security, ~~This~~seamless ~~includes~~IoT ~~device~~onboarding ~~location support~~ and ~~change~~guest ~~detection~~access, ~~rogue~~and ~~BLE~~guest ~~Beacon~~access ~~detection~~through ~~and~~a ~~unsanctioned~~single ~~BLE~~user ~~device detection~~interface.

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~~Wired~~Wireless ~~for~~LAN ~~Edge,~~AP: ~~Campus,~~One of the industry’s broadest and ~~Data~~most ~~Center:~~comprehensive, ~~Our~~Extreme’s ~~switching~~wireless AP portfolio includes ~~products~~both ~~designed~~indoor toand ~~make~~outdoor ~~every~~Wi-Fi ~~connection~~7 ~~effortless~~and byprior ~~enabling~~generation ~~the~~APs. ~~deployment~~Proven ofin ~~high-speed~~some ~~performance~~of atthe ~~scale~~most ~~for~~demanding ~~access~~environments, ~~high-density,~~ExtremeWireless ~~campus,~~delivers ~~core,~~an exceptional experience for BYOD and ~~data~~mobile ~~center~~users ~~environments~~wherever they may roam. ~~Within~~Included ~~the~~in ~~ExtremeSwitching~~that portfolio are ~~Access~~our ~~Edge~~custom ~~products~~stadium ~~offering~~and ~~connection~~large ~~speeds~~venue ~~ranging~~outdoor ~~from~~Wi-Fi ~~100~~7 ~~Megabytes~~APs, ~~per~~which, ~~second~~when ~~(“Mbps”)~~combined towith 25ExtremeAnalytics, ~~Gigabytes~~are ~~per~~the ~~second~~basis ~~(“Gbps”)~~of –our ~~including~~selection ~~edge~~as ~~multi-rate~~the ~~2.5Gbps~~Official ~~and~~Wi-Fi ~~5Gbps~~& ~~capabilities.~~Analytics ~~These~~Provider ~~switches~~for ~~provide~~the ~~various~~National ~~physical~~Football ~~presentations~~League ~~(copper~~ and ~~fiber)~~Major ~~along~~League ~~with~~Baseball. ~~options~~In addition to ~~deliver~~powering ~~traditional~~large ~~Ethernet~~venues orand ~~convergence-friendly~~stadiums, ~~Power-over-Ethernet~~our ~~(“PoE”),~~Extreme ~~including~~APs ~~high-power~~also ~~universal~~deliver ~~POE~~flexible ~~consisting~~and ofscalable ~~90W~~options ~~power~~for tohighly ~~support~~distributed ~~new~~environments ~~classes~~for ofmajor ~~Ethernet-powered~~companies ~~devices~~globally. ~~These~~Our ~~switching~~APs ~~products~~allow our customers to purchase universal hardware, ~~combined~~starting with our ~~unique~~Wi-Fi ~~fabric~~7 ~~capability~~AP portfolio, ~~deliver~~and ~~automation~~choose ~~and~~the ~~hyper-segmentation,~~software asmode ~~well~~option asfor ~~features,~~the ~~performance,~~optimal ~~and~~deployment ~~reliability~~architecture ~~required~~in bytheir ~~our~~environments. ~~customers~~Our topremier ~~deploy~~wireless security solution, ~~operate~~Extreme AirDefense delivers intrusion detection and ~~manage~~prevention ~~converged~~capabilities ~~infrastructure~~across the wireless portfolio. Recently, ~~along~~we ~~with~~also introduced the ~~ability~~first WIPS solution to ~~harden~~incorporate ~~the~~support ~~perimeter~~for ofBluetooth ~~the~~and ~~network~~Bluetooth ~~infrastructure~~Low Energy (“BLE”) visibility and intrusion protection. This includes device location support and change detection, rogue BLE Beacon detection and unsanctioned BLE device detection.

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Wired for Edge, Campus, and Data Center: Our switching portfolio includes products designed to make every connection effortless by enabling the deployment of high-speed performance at scale for access, high-density, campus, core, and data center environments. Within the Extreme Switching portfolio are Access Edge products offering connection speeds ranging from 100 Megabits per second (“Mbps”) to 25 Gigabits per second (“Gbps”) – including edge multi-rate 2.5Gbps and 5Gbps capabilities. These switches provide various physical presentations (copper and fiber) along with options to deliver traditional Ethernet or convergence-friendly Power-over-Ethernet (“PoE”), including high-power universal POE consisting of 90W power to support new classes of Ethernet-powered devices. These switching products, combined with our unique fabric capability, deliver automation and hyper-segmentation, as well as features, performance, and reliability required by our customers to deploy, operate and manage converged infrastructure, along with the ability to harden the perimeter of the network infrastructure.

Our aggregation/core switches are designed to address the demanding needs of aggregation, top-of-rack, and campus core environments. Delivering 10G, 25G, 40G, 50G, and 100G connectivity with maximum throughput and reliability, these switches provide flexible Ethernet connectivity over a range of interface types and speeds and are available in both fixed and modular configurations. These switching platforms, in conjunction with our advanced operating systems and centralized management software, provide the density, performance, and reliability required to serve in a diverse range of environments, especially where application demands and uptime expectations are mission critical.

Our campus switch portfolio also includes next-generation, low-profile, high-density Ethernet switches that empower the creation of versatile always-on campus solutions that are fabric-enabled and 25 to 100 gigabit-ready. The technologies supported by these innovative platforms can also leverage automated network attachment to proactively reduce operational burden and time-to-service.

Extreme’s data center switches and routers provide high levels of reliability and throughput - specifically designed to address the exacting demands of high-performance enterprise and cloud data centers. These products are available in both fixed and modular chassis configurations and include a set of advanced features such as redundant management and fabric modules, hot-swappable line cards on our chassis-based platforms, as well as multi-speed stacking of up to 100G and flexible 10/25/40/50/100G port options on our fixed-form platforms, which makes these switches well-suited for enterprise data center environments. Both platform types also provide redundant power supplies and fan trays to ensure high hardware availability.

These switches also provide key feature extensions for data centers through technologies that include Virtual Extensible LAN, MPLS/VPLS, and Shortest Path Bridging capabilities. Our industry-first integrated Extreme Fabric Automation simplifies and adds scalability to even the highest performance environments. In addition to these capabilities, our data center switches offer innovative traffic optimization enabling virtual machine mobility via Layer 3 Data Center Interconnect. Our architecture delivers tens of millions of flows for deep visibility and control over users, services, and applications to meet the analytic and policy demands of today’s business applications.

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SD-WAN: ExtremeCloud SD-WAN is a software-defined wide area networks solution offered as an all-inclusive subscription, which includes hardware, the cloud-based SD-WAN service, support and maintenance, and customer success support. This helps customers reduce total cost of ownership as they deliver quality user experience for applications used in site-to-site and site-to-cloud environments. This solution detects and optimizes applications automatically and can apply performance-based dynamic WAN selection for quality and reliability. Included also are security options such as a built-in zone-based firewall, EdgeSentry (in partnership with Check Point) for cloud-based firewall as a service and other advanced security capabilities, and integration with Secure Web Gateway partners such as Palo Alto Networks, Zscaler, and Symantec.

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Cloud Native Platforms and Applications for Service Providers: 5G is the first generation of cellular technologies built on cloud-native principles, and most traditional network visibility tools cannot be easily adapted for future use cases like autonomous vehicles or industrial IoT. Because many 5G use cases are still undefined, service providers need a composable solution that provides visibility into highly distributed environments and is flexible enough to be adjusted for specific purposes as they arise, without requiring expensive, time-consuming infrastructure upgrades. Extreme has introduced the 9000 series switches and related software, featuring the Extreme 9920 intelligent network visibility platform built with cloud-native design principles and a composable data pipeline to provide highly scalable traffic aggregation, packet filtering, replication, and advanced network packet processing for analytics tools in distributed network environments. The Extreme Visibility Manager has an intuitive graphical user interface to establish new rule sets and commands for all of Extreme's visibility devices. It provides full visibility into every aspect of the network, from a highly geographically dispersed environment with regions and zones to the services running on the system.

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Universal ZTNA. ExtremeCloud Universal ZTNA is designed to be the easiest, most complete network access security solution for users everywhere. It is intended to deliver a frictionless user experience and consistent security policy for applications and devices, including IoT. We offer one secure access solution that uses a single identity-based zero trust policy engine for both networks and applications. As a result, customers could have just one solution to secure employees, guests and IoT devices. We offer automated security configuration and enforcement via cloud-managed Universal Devices and unified visualization and reporting for enhanced insight and simplified management.

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Customer Service and Support: Our customers seek high reliability and maximum uptime for their networks. To that extent, we provide the following service offerings:

Support services for end-users, resellers and distributors. We meet the service requirements of our customers and channel partners through our Technical Assistance Centers (“TACs”), located in Morrisville, North Carolina; Salem, New Hampshire; Aurora, Illinois; San Jose, California; Reading, United Kingdom; Penang, Malaysia; Brno, Czech Republic; Bangalore; Chennai, India; Seoul, Korea; and Tokyo, Japan. Our TAC engineers and technicians assist in diagnosing and troubleshooting technical issues regarding customer networks. Development engineers work with the TACs to resolve product functionality issues specific to each customer.

Premier services. Premier Support is a proactive, high touch post-sale support service that assists customers in managing their Extreme Networks products and network. All resources and deliverables are designed to manage day-to-day technical needs, provide analysis and recommendations while building strong customer relationships, all focused on the network level.

Professional services. We provide consultative services to improve customer productivity in all phases of the network lifecycle – planning, design, implementation, operations and optimization management. Our network architects develop and execute customized software and service-led networking solutions for deployment plans to meet individualized network strategies. These activities may include the management and coordination of the design and network configuration, resource planning, staging, logistics, migration and deployment. We also provide customized training and operational best practices manuals to assist customers in the transition and sustenance of their networks.

Education. We offer classes covering a wide range of topics such as installation, configuration, operation, management and optimization – providing customers with the necessary knowledge and experience to successfully deploy and manage our products in various networking environments. Classes may be scheduled and available at numerous locations worldwide. We deliver training using our staff, on-line training classes and authorized training partners. In addition, we make much of our training materials accessible free-of-charge on our internet site for customers and partners to use in self-education. We believe this approach enhances the market’s ability to learn and understand the broad array of advantages of our products.

Sales, Marketing and Distribution

We conduct our sales and marketing activities on a worldwide basis through a channel that utilizes distributors, resellers and our field sales organization. As of June 30, ~~2024~~2025, our worldwide sales and marketing organization consisted of ~~872~~865 employees. We have domestic sales offices located in four states within the United States and international sales offices located in 2829 countries.

We sell our products primarily through an ecosystem of channel partners who combine our infinite enterprise vision and product portfolio consisting of cloud-driven applications, wired, wireless, management and analytics software products with their vertical specific offerings to create compelling information technology solutions for end-user customers. We utilize our field sales organization to support our channel partners and to sell directly to certain end-user customers, including some large enterprise and service provider global accounts.

The details of our sales and distribution channels are as follows:

•

Original Equipment Manufacturers (“OEM”) and Strategic Relationships. We have active alliance, OEM and strategic relationships with Barco NV, Ericsson Enterprise AB, Lenovo, Motorola Solutions, Schneider Electric, and Verizon as well as other global industry technology leaders in which our products are qualified to be included into an overall solution or reference architecture. These tested and validated solutions are then marketed and sold by the alliance, OEM or strategic partners into their specific verticals, market segments and customers as turnkey offerings.

•

Distributors. We have established several key relationships with leading distributors in the electronics and computer networking industries. Each of our distributors primarily resells our products to resellers. The distributors enhance our ability to sell and provide support to resellers who may benefit from the broad service and product fulfillment capabilities offered by these distributors. Extreme maintains distribution agreements with our largest distributors, Westcon Group Inc., TD Synnex Corporation and Jenne Inc. on substantially the same material terms as we generally enter into with each of our distribution partners. Distributors are generally given the right to return a portion of inventory to us for the purpose of stock rotation, to claim rebates for competitive discounts and participate in various cooperative marketing programs to promote the sale of our products and services.

•

Resellers. We rely on many resellers worldwide that sell directly to the end-user customer. Our resellers include regional networking system resellers, resellers who focus on specific vertical markets, value added resellers, network integrators and wholesale resellers. We provide training and support to our resellers and our resellers generally provide the first level of contact to end-users of our products. Our relationships with resellers are on a non-exclusive basis. Our resellers are not given rights to return inventory and do not automatically participate in any cooperative marketing programs.

•

Field Sales. Our field sales organization is trained to sell solutions, support and develop leads for our resellers and to establish and maintain key accounts and strategic end-user customers. To support these objectives, our field sales force:

Assists end-user customers in finding solutions to complex network system and architecture problems;

Differentiates the features and capabilities of our products from competitive offerings;

Continually monitors and understands the evolving networking needs of enterprise and service provider customers;

Promotes our products and ensures direct contact with current and potential customers; and

Assists our resellers to drive business opportunities to closure.

Although we compete in many vertical markets, we have focused on the specific verticals of healthcare, education, retail, manufacturing, government, sports, and entertainment venues. Years of experience and a track record of success in the verticals we serve enable us to address industry-specific problems.

Customer Profiles:

WeExtreme’s ~~focus~~customers onare ~~the~~organizations ~~following~~facing ~~customer~~complex ~~profiles~~IT ~~where~~challenges weand/or ~~believe~~undergoing wedigital ~~can~~transformation. ~~add~~These ~~the~~customers ~~most~~typically ~~value:~~operate in verticals such as higher education, healthcare, government (federal, state, local, and education), manufacturing, hospitality, stadiums, and retail. These customers often struggle with constrained resources, talent and skill gaps, and rising operational costs, while also navigating a crowded network infrastructure vendor landscape and ambiguity around emerging technologies like AI.

~~Customer~~Within ~~size:~~the ~~Those~~Ethernet Switching and WLAN markets which Extreme serves, we categorize customers ~~with~~into ~~annual~~three ~~revenues~~primary ofgroups ~~$100~~based ~~million~~on toscale ~~$2.5~~and ~~billion.~~infrastructure needs:

~~Target~~Mid-market ~~deployment:~~customers—typically ~~Enterprise~~with ~~campus,~~500 ~~data~~to ~~center~~999 employees, are regional or ~~branch~~national ~~networks~~in ~~with~~scope ~~250~~and topossess ~~5,000~~moderate ~~employees~~IT orcomplexity ~~educational~~and ~~institutions~~budgets. ~~with~~This ~~1,000~~segment torepresents ~~15,000~~an ~~students~~estimated TAM of $10 billion in 2025.

~~Target~~Enterprise ~~data~~customers—defined ~~centers:~~as ~~Data~~companies ~~centers~~ with 1,000 or ~~fewer~~more ~~racks~~employees—operate global-scale infrastructures and require advanced security and compliance capabilities, ~~with~~representing ana ~~emphasis~~TAM onof ~~service~~approximately ~~provider~~$22 ~~networks~~billion in 2025.

~~Vertical~~Service ~~markets:~~providers—which ~~Healthcare,~~include ~~education,~~organizations ~~government,~~delivering ~~manufacturing~~voice, ~~retail~~data, or internet services to consumers and ~~hospitality~~businesses, ~~which~~vary ~~includes~~widely ~~sports~~in ~~and~~sizes. ~~entertainment~~This ~~venues~~segment accounts for a TAM of approximately $2 billion in 2025.

~~Customer~~These ~~characteristics:~~classifications ~~Our~~enable customers tend to operate in transient environments, such as college campuses, hospitals and sports venues, where BYOD and secure network access and identity control are critical. Their networks must be highly available with the ~~ability~~company to ~~continue~~tailor ~~operations~~its ~~in the event of a service interruption. Secure remote and network access is essential~~ go-to ~~ensuring the protection of mission~~-~~critical~~market ~~systems~~strategies and ~~confidential~~product ~~information.~~offerings ~~Often tasked~~ to ~~manage~~better ~~the~~meet ~~network with a limited IT staff, our customers appreciate~~ the ~~excellent~~distinct ~~service and support we strive to provide.~~

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needs of each segment.

From a network infrastructure standpoint, these types of organizations require robust networking solutions within the data center, as well as access and edge switching. These same customers are deploying enterprise-wide or campus Wi-Fi solutions. Security is a pervasive concern, and many are implementing ZTNA technology to secure their end-to-end network. They are also seeking solutions that make deployment and on-going management of the network not only secure but easier, smarter and more intuitive, thus they are seeking solutions including data center fabric automation, cloud/hybrid network management, and SD-WAN. Their IT environments are often a mix of legacy and modern systems, and they seek integrated, scalable solutions to simplify operations and enhance security.

The typical decision-makers within these organizations include CIOs, VPs of IT, Directors of Infrastructure, Network Architects, CISOs, CFOs, and IT procurement specialists. Their top priorities revolve around reducing cost, risk, and complexity, achieving operational excellence, improving security posture, ensuring uptime, and maintaining compliance. These customers range from cloud-curious to cloud-mature and are actively exploring AI and automation to drive innovation and efficiency.

Customers with 10% of net revenues or greater

See Note 3, Revenues, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for more information regarding our customers ~~with~~providing 10% or more of our net revenues ~~or greater~~.

International sales

International sales are an important portion of our business. In fiscal ~~2024~~2025, sales to customers outside of the United States accounted for 4852% of our consolidated net revenues, compared to 5648% in fiscal ~~2023~~2024, and 5556% in fiscal ~~2022~~2023. These sales are conducted primarily through foreign-based distributors and resellers managed by our worldwide sales organization. In addition, we have direct sales to end-user customers, including large global accounts. The primary markets for sales outside of the United States are countries in Europe and Asia, as well as Canada, Mexico, Central America and South America.

We operate in one segment, the development and marketing of network infrastructure equipment and related software. Information concerning revenues, results of operations and revenues by geographic area is set forth under Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Information on risks attendant to our foreign operations is set forth below in Item 1A. “Risk Factors.”

Marketing

We continue to develop and execute a number of marketing programs to support the sale and distribution of our products by communicating the value of our solutions to our existing and potential customers, our distribution channels, our resellers and our technology alliance partners. Our marketing efforts include participation in industry tradeshows, conferences and seminars, publication of technical and educational articles in industry journals, communication across social media channels, frequent updates to our publicly available website, promotions, web-based training courses, advertising, analyst relations and public relations. We also submit our products for independent product testing and evaluation. Extreme participates in numerous industry analyst recognitions and placements including Gartner Magic Quadrants, Gartner Critical Capabilities, Gartner Peer Insights, Gartner Customer Choice, Forrester Waves and IDC MarketScapes.

Backlog

Our products are sold based on standard purchase orders and backlog represents confirmed orders with a purchase order for products to be fulfilled and billed to customers with approved credit status. Actual shipments of products depend on the then-current capacity of our contract manufacturers and the availability of materials and components from our vendors. Although, we believe the orders included in the backlog are firm, all orders are subject to possible rescheduling by customers, and cancellations by customers, which we may elect to allow on an exception basis. Therefore, we do not believe our backlog, as of any particular date is necessarily indicative of actual revenues for any future period.

Our product backlog at June 30, ~~2024~~2025, net of anticipated back-end rebates for distributor sales, was $6472.03 million, compared to $~~267~~64.30 million at June 30, ~~2023. The decrease in backlog year over year is primarily due to resumption in shipment of orders during fiscal 2023 and~~ 2024~~, after experiencing significant delays due to supply chain constraints in prior years~~.

Seasonality

Like many of our competitors, we historically have experienced seasonal fluctuations in customer spending patterns, which generally adversely affect our first and third fiscal quarters. This pattern should not be relied upon or be considered indicative of our future performance, as it has varied in the past.

Manufacturing

We utilize a global sourcing strategy that emphasizes procurement of materials and product manufacturing in competitive geographies. ~~We rely upon original design manufacturers (“ODM”)~~However, ~~such~~this asstrategy ~~Alpha~~continues ~~Networks,~~to ~~Inc.,~~face ~~Lite-On~~challenges ~~Technology~~from ~~Corporation,~~global ~~Quanta~~supply ~~Computer~~chain ~~Inc.~~disruptions, ~~Senao~~trade ~~Networks,~~policy ~~Inc.~~changes, ~~Sercomm Corporation~~ and ~~Wistron~~tariff ~~Neweb~~uncertainties ~~Corporation~~that toimpact ~~manufacture~~cost, ~~support and ship our products~~availability, and therefore are exposed to risks associated with their businesses, financial condition, and geopolitical conflict in geographies in which they operate. Our arrangements with these manufacturing partners generally provide for quality, cost, and delivery requirements, as well as manufacturing process terms, such as continuity of supply; inventory management; flexible capacity, quality, and cost management; oversight of manufacturing; and conditions for use of our intellectual property that allow us to adjust more quickly to changing end-customer demandtimelines. We ~~also~~rely ~~leverage~~upon ~~and~~original ~~depend~~design onmanufacturers ~~the strong Environmental, Social and Governance policies and standards of our manufacturing partners. The~~ (“ODM ~~manufacturing process uses automated testing equipment and burn-in procedures~~”), as well as comprehensive inspection, testing, and statistical process controls, which are designed to help ensure the quality and reliability of our products. To mitigate security risks associated with conducting business across our interconnected supply chain we have a Supply Chain and Information Security Policy and related procedures for communicating our requirements to suppliers and conducting annual compliance assessments. Additionally, we have launched new product features such as ~~Secure~~Alpha Boot, which are being designed to provide additional integrity assurance of the firmware and software running on our hardware platform by establishing an encrypted key-based chain-of-trust relationship in the boot process. The manufacturing processes and procedures are generally certified to International

1110

Networks, Inc., Lite-On Technology Corporation, Quanta Computer Inc., Senao Networks, Inc., Sercomm Corporation and Wistron Neweb Corporation to manufacture, support and ship our products, and therefore are exposed to risks associated with their businesses, financial condition, and geopolitical conflict in geographies in which they operate. Our arrangements with these manufacturing partners generally provide for quality, cost, and delivery requirements, as well as manufacturing process terms, such as continuity of supply; inventory management; flexible capacity, quality, and cost management; oversight of manufacturing; and conditions for use of our intellectual property that allow us to adjust more quickly to changing end-customer demand. We also leverage and depend on the strong Environmental, Social and Governance policies and standards of our manufacturing partners. The ODM manufacturing process uses automated testing equipment and burn-in procedures, as well as comprehensive inspection, testing, and statistical process controls, which are designed to help ensure the quality and reliability of our products. To mitigate security risks associated with conducting business across our interconnected supply chain we have a Supply Chain and Information Security Policy and related procedures for communicating our requirements to suppliers and conducting annual compliance assessments. Additionally, we have launched new product features such as Secure Boot, which are being designed to provide additional integrity assurance of the firmware and software running on our hardware platform by establishing an encrypted key-based chain-of-trust relationship in the boot process. The manufacturing processes and procedures are generally certified to International Organization for Standardization (“ISO”) 9001 standards. The manufacturing process and material supply chains are flexible enough to beallow ~~moved~~us to ~~steer~~mitigate, ~~away~~at least in part, risks arising from geopolitical conflicts that impact cost and delivery.

We use a collaborative sales and operations planning forecast of expected demand based upon historical trends and analyses from our Sales and Product Management functions as adjusted for overall market conditions. Demand Planning, Supply Operations and our Distributors work closely using a ‘continuous planning’ methodology as part of our Sales and Operations Execution process to determine and position our material requirements to support customer demand. Our manufacturing partners procure the components needed to build our products based on our demand forecasts that cover material lead times. This allows us to leverage the expertise and purchasing power of our manufacturing partners. Our products rely on key components, including merchant silicon, integrated circuit components and power supplies purchased from a limited number of suppliers, including certain sole source providers. Lead times for materials and components vary significantly, and depend on factors such as the specific supplier, technology, complexity, contract terms, demand and availability for a component at a given time. From time to time, we may experience price volatility or supply constraints for certain components that are ~~not~~either ~~available~~sourced from ~~multiple~~a limited number of qualified ~~sources~~suppliers or ~~where~~concentrated ~~our~~in ~~suppliers~~specific ~~are~~geographic ~~geographically concentrated~~regions. ~~Over~~While ~~the~~supply ~~past~~chain ~~year,~~conditions we have ~~experienced~~improved ~~improvement~~over inthe ~~supply~~past ~~chain constraints~~year, ~~however~~ risks ~~still~~remain—tariffs, ~~exist~~trade asdisruptions, ~~supply~~and ~~chain~~fluctuating ~~logistics~~component lead-times continue to ~~evolve~~impact ~~and~~the ~~adapt~~broader tosupply ~~new expectations and planning around lead-times~~ecosystem. We continue to learn from the evolving global supply chain and build upon innovative strategies to enhance resilience and agility into our supply chain. Utilizing technology brought forward from our ongoing Digital Transformation project, which has entailed integrating digital technology into all areas of our business, ~~changed~~changing how we operate and deliver value to customers. In this case, new systems and processes ~~gave~~have given us better visibility and control over inventory. Collaborative partnerships with our ODMs and diversified sourcing strategies have also emerged, fostering greater flexibility and risk mitigation. Our product development efforts also depend upon continued collaboration with our key suppliers, including our merchant silicon vendors such as Broadcom. As we develop our product roadmap and continue to expand our relationships with these and other merchant silicon vendors, it is critical that we work in tandem with our key vendors to ensure that their silicon includes improved features and that our products take advantage of such improved features. Further information on risks relating to our inventory forecasting and supply chain is set forth below in Item 1A. “Risk Factors.”

We believe our sourcing and manufacturing strategy allows us to adjust quickly to changes in market demand, working with our ODM suppliers and developing direct relationships with key component suppliers to support the backlog. We continue to focus on optimizing product availability through multi-sourcing, visibility and control of key supply lines, rationalizing our supply chain, outsourcing or virtualizing certain activities, and consolidating distribution sites and service logistics partners. These efforts also include process optimization initiatives, such as vendor managed inventory, and other operational models and strategies designed to drive improved efficiencies in our sourcing, production, logistics and fulfillment.

Research and Development

The success of our products to date is due in large part to our focus on research and development. We believe that continued success in the marketplace relies on our ability to regularly bring to the market new and enhanced products employing leading-edge technology that provide business solutions affordably, securely, and effortlessly. Accordingly, we are undertaking development efforts with an emphasis on increasing the scalability, reliability, usability, and security while innovating our user and buyer experience reducing complexity and the overall network operating costs of customers.

Our product research and development activities focus on solving the needs of customers in the enterprise campus edge and core by providing a unified wired, wireless, and SD-WAN cloud-driven network, enabling secure access from edge to public, hybrid, or private clouds in targeted verticals. Current activities include the continuing development of our innovative switching technology aimed at giving our customers flexibility in how they deploy, connect to the cloud, monitor, and configure instantly saving time and money. Our ongoing research activities cover a broad range of areas, including cloud native technologies and solutions, generative AI, agentic AI, network security, identity management, wired and wireless networking, switching, and routing, open standards interfaces, software defined networks, campus, and data center fabrics. In addition, we continue to invest in ML/AI technology solutions targeting self-healing autonomous networking, Cloud Wi-Fi, IoT anomaly detection, and user recommendations.

We continue to enhance the functionality of our network operating systems which have been designed to provide high reliability, scale, and availability. This allows us to leverage a common operating system across different hardware and network chipsets.

As of June 30, ~~2024~~2025, our research and development organization consisted of ~~926~~1,045 employees. Research and development efforts are conducted in several of our locations, including Morrisville, North Carolina; San Jose, California; Salem, New Hampshire; Toronto, Canada; ~~Shannon, Ireland;~~ Hangzhou, China; and Bangalore and Chennai, India.

Intellectual Property

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. As of June 30, ~~2024~~2025, we had ~~681~~644 issued patents in the United States and ~~451~~411 patents outside of the United States. The expiration dates of our issued patents in the United States range from calendar years ~~2024~~2025 to ~~2041~~2043. Although we have patent applications pending, there can be no assurance that patents will be issued from pending applications or that claims allowed on any future patents will be sufficiently broad to protect our technology. As of June 30, ~~2024~~2025, we had 3141 registered trademarks in the United States and ~~341~~326 registered trademarks outside of the United States.

We enter into confidentiality, inventions assignment or license agreements with our employees, consultants and other third parties with whom we do business, and control access to, and distribution of, our software, documentation and other proprietary information. In addition, we provide our software products to end-user customers primarily under “clickwrap” license agreements. These agreements are not negotiated with or signed by the licensee, and thus these agreements may not be enforceable in some jurisdictions. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

Competition

The market for network switches, routers and software (including analytics) which is part of the broader market for networking equipment, is extremely competitive and characterized by rapid technological progress, frequent new product introductions, changes in customer requirements and evolving industry standards. We believe the principal competitive factors in this market are:

•

expertise and familiarity with network protocols, network switching/routing/wireless and network management;

•

robust, cloud-driven options that reduce the cost of acquisition, provisioning, and ongoing management of network management;

•

expertise and familiarity with application analytics software;

•

expertise with network operations and management software;

•

expertise in machine learning and artificial intelligence;

•

product performance, features, functionality and reliability;

•

price/performance characteristics;

•

timeliness of new product introductions;

•

adoption of emerging industry standards;

•

customer service and support;

•

size and scope of distribution network;

•

brand name;

•

breadth of product offering;

•

access to customers; and

•

size of installed customer base.

We believe we compete with our competitors with respect to many of the foregoing factors. However, the market for network switching solutions is dominated by a few large companies, particularly Cisco Systems, Inc., Hewlett-Packard Enterprise ~~Co.~~Company, Huawei Technologies Co. Ltd., and prior to the recent merger with Hewlett-Packard Enterprise Company, Juniper Networks Inc. To a lesser extent, Extreme competes with products and solutions from Arista Networks Inc., CommScope Holding Company, Inc., Fortinet, Inc., and Ubiquiti Inc. Most of these competitors have longer operating histories, greater name recognition, larger customer bases, broader product lines and substantially greater financial, technical, sales, marketing and other resources.

We expect to face increased competition from both traditional networking solutions companies and cloud platform companies offering Infrastructure-as-a-Service (“IaaS”) and Platform-as-a-Service (“PaaS”) products to enterprise customers. In that regard, we expect to face increased competition from certain cloud computing companies such as Amazon, Microsoft, and Google providing a cloud-based platform of data center compute and networking services for enterprise customers.

We believe Extreme is uniquely positioned to address its overarching vision of the future, the Infinite Enterprise, with its bet on industry-leading cloud solutions, automation and AI. Although we believe that our solutions and strategy will improve our ability to meet the needs of our current and potential customers, we cannot guarantee future success.

Restructuring and Impairment

Fiscal year ~~2022~~2025

During fiscal ~~year 2022~~2025, the Company ~~completed~~continued ~~the~~to ~~reduction~~execute ~~and realignment of~~ the ~~headcount~~restructuring ~~and~~plans ~~relocation of lab test equipment under its 2020 reduction in force plan, which was~~ initiated ~~during fiscal year 2020 due to the global disruptions and slow-down~~ in ~~the~~prior ~~demand of our products caused by the global pandemic outbreak of COVID-19, and the uncertainty around the timing of the recovery of the market~~years.

Fiscal year 2023

During fiscal 2023, the Company initiated a restructuring plan to transform our business infrastructure and reduce our facilities footprint and the facilities related charges (the “2023 Plan”). As part of this project the Company is moving engineering labs from its San Jose, California location to its Salem, New Hampshire location. This move is expected to help reduce the cost of operating our labs.

Fiscal year 2024

During fiscal year 2024, the Company initiated various restructuring plans, including the “Q1 2024”, “Q2 2024”, and “Q3 2024” Plans, to reorganize and rebalance the workforce to create greater efficiency and improve execution, in alignment with the Company's business and strategic priorities, reduce its ongoing operating expenses, and focus its sales and marketing efforts on specific geographies and industry segments with higher growth opportunities. AsThe ~~of June 30, 2024, the~~ Q1 2024 Plan iswas ~~complete. The Q2 2024 and Q3 2024 Plans are expected to be~~ completed byin ~~the~~fiscal ~~end of calendar~~ year 2024. Additionally, the Company continued its efforts associated with the “2023 Plan” related to the lab move from San Jose, California to Salem, New Hampshire. The Company expects to complete the 2023 Plan during fiscal year 2025.

~~Environmental~~Fiscal ~~Matters~~year 2023

During fiscal year 2023, the Company initiated a restructuring plan to transform our business infrastructure and reduce our 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 is expected to help reduce the cost of operating our labs. The Company expects to complete the 2023 Plan by the end of fiscal year 2026.

We are subject to various environmental and other regulations governing product safety, materials usage, packaging and other environmental impacts in the United States and in various countries where our products are manufactured and sold. We are also subject to regulatory developments, including SEC disclosure regulations relating to so-called "conflict minerals," relating to ethically responsible sourcing of the components and materials used in our products. To date, compliance with federal, state, local, and foreign laws enacted for the protection of the environment has had no material effect on our capital expenditures, earnings, or competitive position.

We are committed to improving energy efficiency in our product lines. Accordingly, we believe this is an area that affords us a competitive advantage for our products in the marketplace. We maintain compliance with various regulations related to the environment, including the Waste Electrical and Electronic Equipment and the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment regulations adopted by the European Union. To date, our compliance efforts with various United States and foreign regulations related to the environment have not had a material effect on our operating results.

Human Capital

At Extreme, we manage our human capital guided by our core values of Candor, Transparency, Curiosity, Teamwork, Ownership, and Inclusion. We apply these principles to talent acquisition and management, compensation and benefits, and ~~diversity~~inclusion and ~~inclusion~~engagement.

As of June 30, ~~2024~~2025, we employed 2,~~656~~811 people. Of these, 3230.8% work in sales and marketing, 3437.91% in research and development, 5.42% in operations, 1615.02% in customer support and services and 1011.97% in finance and administration. These employees were located worldwide, with 4243.81% located in the United States, 8.69% in other locations in the Americas, 2931.26% in the Asia Pacific region (“APAC”), which includes India, and 1916.4% in the regions of Europe, Middle East and Africa (“EMEA”).

None of our U.S. employees are subject to a collective bargaining agreement. In certain foreign jurisdictions, where required by local law or customs, some of our employees are represented by local workers’ councils and/or industry collective bargaining agreements. We consider our relationship with our employees to be good, and we have not experienced any work stoppages due to labor disagreements.

Talent Acquisition and Development. We strive to attract and retain the most qualified employees for each role within the Company. ~~To do this, we utilize various recruiting channels, including employee referrals and those targeting diverse candidates.~~ We on-board new employees through the New Hire Academy and encourage skill development throughout the employee journey utilizing various role-specific training programs, career development tools, manager training, coaching, and mentorship. We continue to develop our employees, ~~with~~for example, by providing a subscription to LinkedIn Learning for all employees. We provide regular feedback to our employees with performance management reviews.

Compensation and Benefits. Our compensation philosophy is to offer a competitive compensation package designed to reward achievement of the Company’s goals. Our short-term bonus plan is designed to motivate employees to meet half-year goals, and our employee stock purchase plan and grants of restricted stock units to eligible employees reward longer-term stock price appreciation. Our U.S. benefits plan includes health benefits, life and disability insurance, various voluntary insurances, flexible time off and leave programs, an employee assistance plan, an educational assistance policy, and a 401(k) plan with a competitive employer match. Our international benefits plans are competitive locally and generally provide similar benefits.

14Inclusion and Engagement. We believe we gain valuable perspective that drives better decision making when we include all voices. To foster an inclusive environment, we support several employee-led employee resource groups, including Abilities Alliance (employees with disabilities), API (Asian Pacific Islanders), APEX (Aspiring Professionals @ Extreme), Black @ Extreme (Black/African American), LaRaza (Hispanic), Maitri (employees in India), Parents at Extreme Networks, Pride Alliance (LGBTQ+), Veterans Council, and Women in Networking. Our employee resource groups are open to all and provide regular programming to create connections between employees and enhance engagement within Extreme. To further build employee engagement, we request feedback from employees through our annual ECHO (Employees Communicate Honest Opinions) survey, an avenue for leadership to listen and then take action based on the feedback received. We also promote an open door policy and encourage employees to provide feedback to leadership on an informal basis.

Our U.S. benefits plan includes health benefits, life and disability insurance, various voluntary insurances, flexible time off and leave programs, an employee assistance plan, an educational assistance policy, and a 401(k) plan with a competitive employer match. Our international benefits plans are competitive locally and generally provide similar benefits.

Diversity and Inclusion. We believe that we gain valuable perspective that drives better decision making when we listen to diverse voices. To foster an inclusive environment, we support several employee resource groups, including Women in Networking, Black @ Extreme (Black/African American), LaRaza (Hispanic), Maitri (employees in India), Pride Alliance (LGBTQ+), Global Veterans Council, API (Asian Pacific Islanders), APEX (Aspiring Professionals @ Extreme) and Abilities Alliance (employees with disabilities). We are stepping up to this challenge of fostering an inclusive environment through efforts to improve recruiting of diverse candidates, identify and support high potential employees, and retain diverse employees.

Organization

We were incorporated in California in May 1996 and reincorporated in Delaware in March 1999. Our corporate headquarters are located at 2121 RDU Center Drive, Suite 300, Morrisville, NC 27560 and our telephone number is (408) 579-2800. We electronically file our Securities and Exchange Commission (“SEC”) disclosure reports with the SEC and they are available free of charge at both www.sec.gov and www.extremenetworks.com.

Our corporate governance guidelines, the charters of our Audit Committee, our Compensation Committee, our Nominating, ~~Governance,~~and ~~Environmental~~Corporate &Governance ~~Social Responsibility~~ Committee and our Code of Business Conduct and Ethics policy (including code of ethics provisions that apply to our principal executive officer, principal financial officer, controller and senior financial officers) are available on the Investors section of our website at investor.extremenetworks.com under “~~Corporate~~ Governance.” These items are also available to any stockholder who requests them by calling (408) 579-2800.

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Item 1A. Risk Factors

We face a number of risks and uncertainties which may have a material and adverse effect on our business, operations, industry, financial condition, operating results or future financial performance. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may materially adversely affect our business, financial condition, operating results, and future financial performance.

Risks Related to Our Business, Operations, and Industry

~~Intense~~Geopolitical ~~competition~~changes inare ~~the~~creating ~~market~~uncertainty ~~for~~regarding ~~networking~~economic ~~equipment~~ and ~~cloud~~trade ~~platform~~matters, ~~companies~~potentially ~~could~~leading ~~prevent~~to usadverse ~~from~~general ~~increasing~~economic ~~revenues~~conditions that may adversely impact our business, financial condition, and operating results.

The ~~market~~ongoing ~~for~~unpredictability ~~network~~of ~~switching solutions is intensely competitive and dominated primarily by Cisco Systems Inc~~U.~~, Hewlett-Packard Enterprise Company, Juniper Networks, Huawei Technologies Co~~S. ~~Ltd.,~~economic ~~and~~policies ~~Arista~~including ~~Networks,~~recent ~~Inc.~~tariff ~~Most of our competitors have longer operating histories~~adjustments, ~~greater~~as ~~name~~well ~~recognition,~~as ~~larger customer bases,~~ broader ~~product~~geopolitical ~~lines and substantially greater financial~~tensions, ~~technical,~~continue ~~sales, marketing and other resources. As a result, these competitors are able~~ to ~~devote~~create ~~greater~~significant ~~resources~~uncertainty toin the ~~development,~~world ~~promotion~~economy, ~~sale~~including ~~and~~a ~~support~~risk of ~~their products~~inflation. InPotential ~~addition,~~impacts ~~they~~of ~~have~~these ~~larger~~policies ~~distribution~~and ~~channels,~~tensions ~~stronger~~could ~~brand~~include ~~names,~~decreased ~~access~~demand tofor ~~more~~our ~~customers~~products, aincreased ~~larger~~costs ~~installed customer base and a greater ability~~ to ~~make~~us, ~~attractive~~supply ~~offers~~chain tolimitations, ~~channel partners~~ and ~~customers~~volatility ~~than we do. Further, many~~ of our ~~competitors~~stock ~~have made substantial investments in hardware networking capabilities and offerings~~price. ~~These competitors may be able to gain market share by leveraging their investments in hardware networking capabilities to attract customers at lower prices or with greater synergies.~~

WeA ~~may~~substantial ~~also~~portion ~~face~~of ~~increased~~our ~~competition~~business ~~from~~depends ~~both~~on ~~traditional~~the demand for enterprise-scale networking, ~~solutions~~which, ~~companies~~in ~~and~~turn, ~~cloud~~is ~~platform~~impacted ~~companies~~by ~~offering~~the ~~IaaS~~overall ~~and~~economic ~~PaaS~~health ~~products~~of toour ~~enterprise~~current and prospective end-customers. InVolatility ~~particular~~in the global economic market or other global or regional economic uncertainty, ~~Amazon~~inflation, ~~Web~~interest ~~Services~~rate fluctuations, ~~Microsoft~~foreign ~~Azure~~exchange instability, limited availability of credit, a reduction in business confidence and ~~Google~~activity, ~~Cloud~~reductions ~~Platform~~in government spending, and other difficulties may ~~provide~~affect ~~enterprise~~one ~~customers~~or ~~with~~more aof ~~cloud~~the industries to which we sell our products and services. If economic conditions continue to be uncertain, many existing and prospective end-~~based~~customers ~~platform~~may delay or reduce their IT spending. This could result in reductions in sales of ~~data~~our ~~center~~products ~~computing~~and services, longer sales cycles, slower adoption of new technologies, and ~~networking~~increased ~~services~~price competition.

~~The~~While ~~pricing~~we ~~policies~~have ofdiversified our ~~competitors~~manufacturing ~~impact~~presence ~~the overall demand for our products~~ and ~~services.~~limited ~~Some of~~ our ~~competitors~~reliance ~~are~~on ~~capable~~imports offrom ~~operating~~China, attariffs ~~significant~~have ~~losses~~been ~~for~~imposed ~~extended~~and ~~periods~~threaten ofto ~~time,~~be ~~increasing~~increased ~~pricing~~on ~~pressure~~other oncountries where our products ~~and~~are ~~services.~~manufactured, Ifsuch weas doTaiwan, ~~not~~Vietnam, ~~maintain~~and ~~competitive~~the ~~pricing,~~Philippines. ~~the~~A ~~demand~~majority ~~for~~of our products ~~and~~are ~~services,~~currently asexcluded ~~well~~from asthe ~~our~~bulk ~~market~~of ~~share~~these tariffs, ~~may~~though ~~decline.~~we ~~From~~cannot ~~time~~predict tothat ~~time,~~will wecontinue ~~may~~to ~~lower~~be the ~~prices~~case. ofAny ~~our~~imposition ~~products~~of ~~and~~tariffs ~~services~~or inimposition ~~response~~of tonew ~~competitive~~export ~~pressure.~~controls ~~When~~assessed ~~this~~on ~~happens,~~importation ifof weour ~~are~~products ~~unable~~ to ~~reduce~~the ~~our~~United ~~component~~States ~~costs~~may orresult ~~improve~~in ~~operating~~increased ~~efficiencies,~~costs ~~our revenues~~ and ~~gross~~potential ~~margins will be adversely affected~~delays.

~~One~~Additionally, ofglobal ~~our~~trade ~~key~~partners ~~differentiators~~may iscontinue to respond to U.S. tariffs with retaliatory measures. For instance, China has, in the ~~quality~~past, made threats of ~~our~~restricting ~~support~~exports ~~and~~of ~~services.~~critical ~~Our~~raw ~~failure~~materials, toincluding ~~continue~~rare earth minerals essential to ~~provide~~several ~~high-quality~~of ~~support~~our ~~and~~components. ~~services~~Such actions could ~~have~~disrupt ~~materially~~our ~~adversely~~supply ~~affect~~chain, elevate input costs, create delays as alternative suppliers are sought, and undermine the competitiveness of our ~~business~~offerings. Similarly, ~~financial~~other ~~condition~~countries could impose retaliatory tariffs against American imports, ~~operating~~which ~~results~~could potentially increase the cost of our products to customers in those countries, ~~and~~making ~~future~~our ~~growth~~products ~~prospects~~less competitive.

~~Adverse~~We ~~general~~are ~~economic~~actively ~~conditions~~monitoring orthese ~~reduced~~evolving ~~information~~trade ~~technology~~dynamics ~~spending~~and ~~may~~are ~~adversely~~implementing ~~impact~~diversification and supply chain resilience strategies to mitigate potential disruptions. This includes exploring alternative sourcing options and reassessing geographic risk in our ~~business~~manufacturing and logistics footprint.

AThe ~~substantial~~continued ~~portion~~uncertainty ofaround ~~our~~U.S. ~~business~~tariff ~~depends on the demand for enterprise scale networking~~ and ~~the overall~~ economic ~~health~~policies ~~of our current~~ and ~~prospective~~broader ~~end-customers.~~geopolitical ~~Volatility~~tensions inis ~~the~~contributing ~~global~~to ~~economic~~ market orvolatility, ~~other~~which ~~global~~has orimpacted ~~regional~~the ~~economic~~Company’s ~~uncertainty,~~stock ~~limited availability of credit~~price, ~~a reduction in business confidence~~ and ~~activity,~~is ~~deficit-driven~~likely ~~austerity~~to ~~measures~~continue ~~impacting~~to ~~governments~~do ~~and~~so. ~~educational~~In ~~institutions~~addition, ~~and~~if ~~other~~tariffs ~~difficulties~~are ~~may~~set ~~affect~~that ~~one~~materially orimpact ~~more of~~ the ~~industries~~Company’s tofinancial ~~which~~results, wethe ~~sell~~Company’s ~~our~~stock ~~products~~price ~~and~~could ~~services. If economic conditions continue to~~ be ~~uncertain,~~negatively ~~many existing and prospective end-customers may delay or reduce their IT spending~~impacted.

Any ~~This~~one ~~could result in reductions in sales~~ of ~~our~~these ~~products and services~~impacts, ~~longer~~or ~~sales~~the ~~cycles,~~aggregate ~~slower~~impact ~~adoption~~ of ~~new~~them, ~~technologies and increased price competition. Any of these events~~ could ~~materially~~ adversely affect our business, financial condition, ~~operating results,~~ and ~~future~~operating ~~financial performance~~results.

Intense Ifcompetition weand ~~are~~consolidation ~~not~~in ~~able~~the tomarket ~~effectively~~for ~~forecast~~networking ~~demand~~equipment orand ~~manage~~management ~~our~~solutions ~~inventory,~~could weprevent ~~may~~us befrom ~~required~~increasing ~~to record write-downs for excess or obsolete inventory~~revenues.

WeThe ~~maintain~~market ~~sufficient~~for ~~inventory~~network ofswitching ~~finished~~and ~~goods~~management solutions is intensely competitive and, todominated aprimarily ~~lesser~~by ~~extent~~Cisco Systems Inc., ~~raw~~Hewlett-Packard ~~materials~~Enterprise ~~and~~Company, ~~drive~~Huawei ~~demand~~Technologies ~~with~~Co. ~~our~~Ltd., ~~third-party~~and, ~~manufacturers~~prior into ~~amounts~~the ~~that~~recent wemerger ~~believe~~with ~~allow~~Hewlett-Packard ~~for~~Enterprise ~~timely~~Company, ~~fulfillment~~Juniper ofNetworks, ~~sales~~Inc. WeTo ~~estimate~~a ~~required~~lesser ~~levels~~extent, ofExtreme ~~inventory~~competes ~~based~~with onproducts ~~current~~ and ~~anticipated~~solutions ~~demand~~from Arista Networks, ~~market~~Inc., ~~conditions~~CommScope Holding Company, ~~and~~Inc., ~~product~~Fortinet, ~~development~~Inc., ~~cycles~~and Ubiquiti Inc. ~~Our~~Most ~~estimates~~of ~~are~~our ~~also~~competitors ~~based~~have onlonger ~~inventory~~operating ~~levels~~histories, ~~and~~greater ~~sales~~name ~~data~~recognition, ~~from~~larger ~~our~~customer ~~distributors~~bases, ~~which~~broader ~~are~~product ~~not~~lines ~~always~~and ~~reliable~~substantially orgreater ~~timely~~financial, technical, sales, marketing and other resources. ~~The~~As ~~actual~~a ~~levels~~result, ofthese ~~inventory~~competitors are ~~subject~~able to devote greater resources to the ~~impact~~development, ofpromotion, ~~external~~sale ~~factors~~and ~~such~~support asof ~~supply~~their ~~shortages~~products. In addition, ~~macroeconomic~~they ~~conditions~~have larger distribution channels, ~~technology~~stronger ~~shifts~~brand names, oraccess ~~price~~to ~~changes.~~more ~~Distributors~~customers, ~~may~~a ~~increase~~larger orinstalled ~~decrease~~customer ~~the~~base, ~~levels~~and ofa ~~inventory~~greater ~~that~~ability ~~they~~to ~~order~~make attractive offers to ~~meet~~channel ~~supply~~partners ~~shortages~~and orcustomers ~~expected~~than ~~demand~~we do. IfFurther, ~~distributors~~many ~~increase~~of ~~orders~~our tocompetitors ~~build~~have upmade ~~stock~~substantial ~~out~~investments ofin ~~concern~~hardware ~~for~~networking ~~product~~capabilities ~~shortages,~~and orofferings toas ~~meet~~well ~~anticipated~~as ~~demand~~software ~~that~~and ~~does~~AI ~~not~~functionality ~~materialize,~~to werun and manage the networks. These competitors may ~~have~~be ~~excess~~able ~~channel~~to ~~inventory,~~gain ~~leading~~market share by leveraging their investments to ~~reductions~~attract incustomers ~~future~~at ~~period~~lower ~~orders~~prices ~~from~~or ~~our~~with ~~distributors.~~greater synergies.

If we incorrectly forecast demand, we may build up excess inventory. Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products in our inventory. In the fourth quarter of 2024, we recorded additional reserves due to certain excess and obsolete inventory. However, if we have insufficient inventory, we risk not being able to maximize sales, thus negatively impacting 15

The pricing policies of our competitors impact the overall demand for our products and services. Some of our competitors are capable of operating at significant losses for extended periods of time or otherwise offer competitive products at lower prices, increasing pricing pressure on our products and services. If we do not maintain competitive pricing, the demand for our products and services, as well as our market share, may decline. From time to time, we may lower the prices of our products and services in response to competitive pressure. When this happens, if we are unable to reduce our component costs or improve operating efficiencies, our revenues and gross margins will be adversely affected.

There has been a trend toward industry consolidation in our markets for several years, and we expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. As competitors merge or acquire additional lines of business, their expanded resources may make competition more difficult. For example, while we see opportunity to grow our market share in the wake of the Hewlett-Packard Enterprise Company and Juniper Networks, Inc. merger, it is uncertain that we will be able to capitalize on this opportunity. If we fail to do so, we could lose market share to them or other competitors.

In addition, companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to a loss of market share and revenue for us. Furthermore, particularly in the service provider market, rapid consolidation will lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

We may also face increased competition from traditional networking solutions companies, companies in adjacent industries such as information security moving into networking, and cloud hyperscalers offering Infrastructure as a Service and Platform as a Service products to enterprise customers. In particular, AWS, Microsoft Azure, and GCP may provide enterprise customers with a cloud-based platform of data center computing and networking services that could compete with our services and adversely impact our market share and revenue.

One of our key differentiators is the quality of our support and services. Our failure to continue to provide high-quality support and services could materially adversely affect our business, financial condition, operating results, and future growth prospects.

We primarily rely on our manufacturing partners Alpha Networks, Inc, Senao Networks, Inc., Wistron Neweb Corporation, Sercomm Corporation, Quanta Computer Inc, Lite-On Technology Corp, and select other partners to manufacture our products. In addition, we currently purchase some key components used in the manufacturing of our products from single or limited sources and are dependent upon supply from these sources to meet our needs. Our top six suppliers accounted for a significant portion of our purchases during the year. Given the concentration of our supply chain, particularly with certain sole or limited source providers, any significant disruption to any of the key suppliers or a termination of a relationship could temporarily impact our operations and our ability to meet customer orders.

Such disruptions could be caused by natural disasters, public health emergencies such as pandemics, business interruption related to financial or operational factors, cyberattacks, geopolitical events such as the threat of political or military actions, including between China and Taiwan, energy constraints, regulatory constraints, labor or raw materials shortages, quality issues, transportation or shipping delays, tariffs or other trade restrictions, or other events. We have experienced in the past, and continue to experience, challenges obtaining components such as semiconductor chips due to high demand or limited supply. Currently, some vendors are shifting allocation of raw materials and resources from producing enterprise-grade components to producing components for more advanced technology. For example, Samsung has ceased production of certain memory chips to focus on higher end chips. These disruptions could result in sustained lead-times, higher overall costs, extra delivery costs for expedited shipments, and shortages and allocations of certain components, resulting in delays in filling orders or even delayed product introductions. Additional factors that may impact costs and availability of product include energy, raw material, and transportation costs.

While we maintain strong relationships with our manufacturing partners and suppliers, our agreements with them are generally of limited duration and pricing, quality, and volume commitments are negotiated on a recurring basis. Manufacturing partners and suppliers may be unable or unwilling to renew agreements with consistent terms, and could materially increase prices (including increases related to inflationary pressures) or reduce quantity, quality, volume, or service level standards. We may not be able to pass along increased costs to our customers, which could negatively impact gross margin. Reductions in quantity or quality of finished product could decrease the amount of product for sale and could negatively impact the Company’s operating results.

Additionally, our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’ products and their ability to continue to manufacture products that are competitive and comply with laws or our requirements relating to environmental and efficiency standards. Our inability to obtain products from one or more of these suppliers or a decline in market acceptance of these suppliers’ products could harm our reputation and make our products less competitive.

~~revenue~~As ~~and~~part ~~could~~of ~~impair~~ our ~~distributor~~cost-reduction ~~relationships~~efforts, ~~potentially~~we ~~jeopardizing~~will need to realize lower per unit product costs from our ~~ability~~manufacturing topartners ~~build~~by ~~revenue~~means inof volume efficiencies and the ~~future~~utilization of manufacturing sites in lower-cost geographies. ~~Any~~However, we cannot be certain when or if such price reductions will occur, particularly in light of ~~these~~supply ~~situations~~chain ~~could~~disruptions and inflationary pressures. The failure to obtain such price reductions would materially adversely affect our ~~business,~~gross ~~financial~~margin ~~conditions,~~ and operating results.

We ~~enter~~have ~~into~~been ~~agreements~~impacted ~~with~~in ~~contract~~the ~~manufacturers~~past, and ~~suppliers~~will ~~based~~likely oncontinue ~~our~~to ~~anticipated~~be ~~demand,~~impacted ~~market conditions~~by, ~~and~~tariffs ~~product~~put ~~development~~into ~~cycles.~~place ~~These~~by ~~contracts~~the ~~obligate~~United usStates toor ~~purchase~~by ~~commitments~~other ~~for~~countries. ~~raw~~We ~~materials~~have ~~and~~worked ~~finished~~to ~~goods.~~mitigate Ifthis ~~demand~~impact ~~for~~by ~~our~~moving ~~products~~manufacturing isoperations ~~lower~~out ~~than~~of ~~expected,~~China weto ~~may~~other becountries. ~~obligated~~However, tonew ~~purchase~~tariffs ~~excess~~have ~~product~~been orimposed ~~raw~~and ~~materials~~could ~~from~~potentially ~~our~~increase ~~suppliers,~~on ~~resulting~~goods infrom ancountries ~~adverse~~to ~~impact~~which onwe ~~our~~have ~~cash~~moved ~~flows,~~production. ~~operating~~Imposition ~~expenses,~~of ~~financial~~tariffs ~~condition,~~is ~~and~~likely ~~operating~~to ~~results.~~increase ~~During~~our ~~fiscal 2024~~costs, wehaving ~~recorded~~a ~~significant~~negative ~~charges~~impact ~~due~~on toour ~~excess~~gross ~~inventory~~margin and ~~such~~operating ~~commitments to our suppliers~~results.

IfQualifying wenew ~~incorrectly~~suppliers ~~forecast~~to ~~demand,~~compensate ~~our~~for ~~financial~~such ~~performance~~shortages, ~~could~~delays, ~~suffer~~poor ~~and~~quality, weincreased ~~have~~costs, inor ~~the~~other ~~past~~concerns ~~and~~may ~~could~~be intime-consuming ~~the~~and ~~future~~costly beand ~~required~~may toincrease ~~write-off~~ the ~~value~~likelihood of ~~excess~~errors ~~products~~in design or ~~components~~production ~~inventory.~~as Ifreplacement wesuppliers ~~are~~may ~~unable~~not tomeet ~~manage our inventory or commitments to suppliers in~~ the ~~future,~~quality ~~particularly~~requirements ~~in light~~ of ~~continuing~~our ~~excess~~customers, ~~inventory~~resulting in ~~the~~harm ~~channel, we could be required~~ to ~~record~~our ~~additional~~reputation ~~charges,~~and ~~which~~making ~~would materially adversely affect~~ our ~~business,~~products ~~financial~~less ~~condition, and operating results~~competitive.

The Company actively works to reduce exposure to supply chain issues such as these, but is unable to completely eliminate them. If we are unable to mitigate these effects, this could materially adversely affect our business, financial condition, operating results, and future financial performance.

In the ordinary course of business using systems that we own and manage, we provide cloud-based services and store data, including our proprietary business information and that of our customers, suppliers and business partners on our networks ~~and information about customers, employees, business partners and others~~. In addition, we store information through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third parties. The secure provision of services and maintenance of this information and our IT systems is critical to our operations and business strategy.

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systems and data. ~~including~~These threats come from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware, including vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT systems, products or services. Increasingly, companies, including us, are subject to a variety of attacks on their networks and/or cloud-based services on an ongoing basis. The number of sophisticated attacks continues to increase on a global scale in frequency and magnitude, and with the availability to bad actors of AI to assist them in perpetrating these attacks, we expect the speed and complexity of these attacks to continue to escalate. Attacks could include supply chain attacks targeting our suppliers and attempts to penetrate our systems or disrupt our services directly. In some cases, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain vulnerabilities in design or manufacture that could allow network intrusion or unexpectedly interfere with the operation of our systems, products or services we provide to customers. Usage of “legacy” products that have been determined to have reached an end-of-life engineering status but will continue to operate for a limited amount of time may subject us or our customers to vulnerabilities. Further, employee error, malfeasance, or other disruptions can result in a security or data breach.

Despite our security measures, we may not be able to effectively detect, prevent, or protect against or otherwise mitigate losses from all cyberattacks or prevent all security or data breaches. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our IT systems and data. Because the techniques and tools used by bad actors, many of whom are highly sophisticated and well-funded, to access or sabotage networks change frequently and generally are not recognized until after they are used, we may be unable to anticipate or immediately detect and remediate these techniques. Any such breach could compromise our networks, products, or cloud-based services by creating system disruptions, slowdowns or even shutdowns, and exploiting security vulnerabilities of our products, or services, and the information stored as part of our operations could be accessed, publicly disclosed, lost or stolen. Such events, which could subject us to liability to our customers, suppliers, business partners and others, could require significant management attention and resources, could result in the loss of business, regulatory actions and potential liability, and could cause us reputational and financial harm. Additionally, because our products and services are integrated with our customers’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own IT systems and/or our customers’ proprietary or other sensitive information.

Any adverse impact to the availability, integrity or confidentiality of our IT systems, including any actual or perceived breach of network security occurs in our products, network, or in the network of a customer of our networking products, regardless of whether the breach is attributable to our products, the market perception of the effectiveness or security of our products could be harmed. This could impede our sales, ~~manufacturing,~~efforts ~~distribution,~~and orimpact ~~other critical functions, which could materially adversely affect~~ our ~~business,~~market ~~financial~~share ~~condition, operating results,~~ and future ~~growth prospects~~revenue. ~~Further,~~Such ~~this~~events ~~could~~require ~~result~~significant inmanagement ~~legal~~attention ~~claims~~and orresources, ~~proceedings~~impacting ~~(such~~our asexpenses ~~class~~and ~~actions),~~resources ~~regulatory~~available ~~investigations~~to ~~and~~commit ~~enforcement~~to ~~actions,~~other ~~fines and penalties~~efforts. In addition, the economic costs to us to eliminate, mitigate, or recover from, or remediate cyber or other security problems, such as bugs, viruses, worms, ransomware or other malware, and security vulnerabilities could be significant and may be difficult to anticipate or measure. WeFurther, ~~cannot~~this ~~guarantee~~could ~~that~~result ~~any costs and liabilities incurred~~ in ~~relation~~legal toclaims ~~an attack~~ or ~~incident~~proceedings ~~will~~(such beas ~~covered~~class byactions), ~~our~~regulatory ~~existing~~investigations ~~insurance~~and ~~policies~~enforcement oractions, ~~that~~fines ~~applicable~~and ~~insurance~~penalties. ~~will~~We becannot ~~available~~guarantee that

any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition.

Such disruptions could be caused by natural disasters, public health emergencies such as pandemics, business interruption related to financial or operational factors, geopolitical events such as the threat of political or military actions, including between China and Taiwan, energy constraints, regulatory constraints, labor or raw materials shortages, quality issues, transportation or shipping delays, tariffs or other trade restrictions, or other events. In the past, for example, semiconductor chips and other components have been difficult to obtain due to high demand or limited supply. These disruptions could result in sustained lead-times, higher overall costs, extra delivery costs for expedited shipments, and shortages and allocations of certain components, resulting in delays in filling orders or even delayed product introductions. Additional factors that may impact costs and shipments include energy, raw material, and transportation costs, as well as an increased demand from the AI industry. Similar delays could occur in the future with similar impacts.

In addition, while we maintain strong relationships with our manufacturing partners and suppliers, our agreements with them are generally of limited duration and pricing, quality, and volume commitments are negotiated on a recurring basis. Manufacturing partners and suppliers may be unable or unwilling to renew agreements with consistent terms, and could materially increase prices (including increases related to inflationary pressures) or reduce quantity, quality, volume, or service level standards. We may not be able to pass along increased costs to our customers, which could negatively impact gross margin. Reductions in quantity or quality of finished product could decrease the amount of product for sale and could negatively impact the Company’s reputation, financial condition, and operating results.

Qualifying new suppliers to compensate for such shortages or delays may be time-consuming and costly and may increase the likelihood of errors in design or production as replacement suppliers may not meet the quality requirements of our customers.

The Company actively works to reduce these exposures, but is unable to completely eliminate them. For example, manufacturing operations have been moved out of China to other countries. While this has eliminated the impact of current import tariffs, the uncertainty of new import tariffs still exists. If we are unable to mitigate these effects, this could have a material adverse effect on our ability to meet customer orders and will negatively impact our gross margin and operating results.

Additionally, our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’ products and their ability to continue to manufacture products that are competitive and comply with laws relating to environmental and efficiency standards. Our inability to obtain products from one or more of these suppliers or a decline in market acceptance of these suppliers’ products could have a material adverse effect on our business, financial condition and operating results.

As part of our cost-reduction efforts, we will need to realize lower per unit product costs from our manufacturing partners by means of volume efficiencies and the utilization of manufacturing sites in lower-cost geographies. However, we cannot be certain when or if such price reductions will occur, particularly in light of supply chain disruptions and inflationary pressures. The failure to obtain such price reductions would materially adversely affect our business, financial condition, operating results, and future financial performance.

We depend upon international sales for a significant portion of our revenues, which imposes a number of risks on our business.

International sales constitute a significant portion of our net revenues. Our ability to grow will depend in part on the expansion of international sales. Our international sales primarily depend on the success of our resellers and distributors. The failure of these resellers and distributors to sell our products internationally would limit our ability to sustain and grow our revenues. There are a number of risks arising from our international business, including:

• difficulties in managing operations across disparate geographic areas; • longer accounts receivable collection cycles; • higher credit risks requiring cash in advance or letters of credit; • potential adverse tax consequences; • increased complexity of accounting rules and financial reporting requirements;

• the payment of operating expenses in local currencies, which exposes us to risks of currency fluctuations; • fluctuations in local economies; • difficulties associated with enforcing agreements through foreign legal systems • reduced or limited protection of intellectual property rights, particularly in jurisdictions that have less developed intellectual property regimes, such as China and India; • differing privacy regulations, data localization requirements, and restrictions on cross-border data transfers; • compliance with regulatory requirements of foreign countries, including compliance with rapidly evolving environmental regulations; • import tariffs imposed by the United States and the possibility of reciprocal tariffs by foreign countries; • compliance with trade compliance laws and regulations, including restrictions on trade with embargoed or sanctioned countries or with denied parties, and rules related to the export of encryption technology • compliance with U.S. laws and regulations pertaining to the sale and distribution of products to customers in foreign countries, including anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010; • difficulty in conducting due diligence with respect to business partners in certain international markets; • political and economic turbulence or uncertainty; • terrorism, war or other armed conflict; and • natural disasters, epidemics, and pandemics.

Any or all of these factors could have a material adverse impact on our business, financial condition, and operating results.

Substantially all of our international sales are U.S. Dollar-denominated. The continued strength and future increases in the value of the U.S. Dollar relative to foreign currencies could make our products less competitive in international markets. In the future, we may elect to invoice a larger portion of our international customers in local currency, which would expose us to greater fluctuations in exchange rates between the U.S. Dollar and the particular local currency. If we do so, we may decide to engage in hedging transactions to minimize the risk of such fluctuations.

We have entered into foreign exchange forward contracts to offset the impact of payment of operating expenses in local currencies to some of our operating foreign subsidiaries. However, if we are not successful in managing these foreign currency transactions, we could incur losses from these activities.

There are compliance risks associated with complex tariff regulations and trade compliance laws. If we fail to comply with these laws and regulations, we could incur penalties and sanctions from governments, and could be restricted from exporting products.

World events such as a pandemic or geopolitical events can spread quickly around the world and result in impacts to the supply chain and the business environment that result in a material negative impact on our business, financial condition, and operating results. Uncertainty in the global economy and financial markets are likely to impact the Company and could materially adversely affect our business, financial condition, operating results, and future financial performance.

If we fail to anticipate technological shifts, market needs and opportunities, and fail to develop products, product enhancements and business strategies that meet those technological shifts, needs and opportunities in a timely manner or if they do not gain market acceptance, we may not be able to compete effectively and our ability to generate revenues will suffer.

The markets for our products are constantly evolving and characterized by rapid technological change, frequent product introductions, changes in customer requirements, evolving industry standards, and continuous pricing pressures.

For example, ~~the~~ cloud-based ~~networking~~network ~~market~~management is the fastest growing segment of the networking industry. Our success may be impacted by our ability to provide successful cloud networking solutions that address the needs of our customers more effectively and economically than those of other competitors or existing technologies. If the cloud networking solutions market does not develop in the way we anticipate, if our solutions do not offer significant benefits compared to competing legacy ~~network switching~~ products, or if end customers do not recognize the benefits that our solutions provide, then our potential for growth in this cloud-based ~~networking~~network ~~market~~management segment could be adversely affected. If we are unsuccessful in attaching cloud services and maintenance services to our hardware product, our ability to grow our subscription revenue could be limited. If we are unsuccessful in integrating AI into the functionality of our products and achieving customer adoption of our AI-integrated platform, our revenue growth could be limited.

When we announce new products or product enhancements that have the potential to replace or shorten the life cycle of our existing products, customers may defer or cancel orders for our existing products; in addition, ending sales of existing products may cause customers to cancel or defer orders for our existing products. These actions could have a material adverse effect on our operating results by unexpectedly decreasing sales, increasing inventory levels of older products and exposing us to greater risk of product obsolescence.

19We cannot guarantee that we will be able to anticipate future technological shifts, market needs and opportunities or be able to develop new products, product enhancements and business strategies to meet such technological shifts, needs or opportunities in a timely manner or at all. If we fail to anticipate market requirements or opportunities or fail to develop and introduce new products, product enhancements or business strategies to meet those requirements or opportunities in a timely manner, it could cause us to lose customers, and such failure could substantially decrease or delay market acceptance and sales of our present and future products and services. Even if we are able to anticipate, develop, and commercially introduce new products and enhancements, we cannot assure that new products or enhancements will achieve widespread market acceptance. Any or all of the foregoing could materially adversely affect our business, financial condition, and operating results.

We ~~cannot~~depend ~~guarantee~~upon ~~that~~international wesales ~~will~~for be able to anticipate future technological shifts, market needs and opportunities or be able to develop new products, product enhancements and business strategies to meet such technological shifts, needs or opportunities in a ~~timely~~significant ~~manner~~portion orof atour ~~all. If we fail to anticipate market requirements or opportunities or fail to develop and introduce new products~~revenues, ~~product~~which ~~enhancements~~imposes ~~or business strategies to meet those requirements or opportunities in~~ a ~~timely~~number ~~manner, it could cause us to lose customers, and such failure could substantially decrease or delay market acceptance and sales~~ of ~~our~~risks ~~present~~on ~~and future products and services, which would materially adversely affect~~ our business~~, financial condition, and operating results~~. ~~Even if we are able to anticipate, develop, and commercially introduce new products and enhancements, we cannot assure that new products or enhancements will achieve widespread market acceptance.~~

~~Industry~~International ~~consolidation~~sales ~~may~~constitute ~~lead~~a tosignificant ~~stronger~~portion ~~competition~~of ~~and~~our ~~may~~net ~~harm~~revenues. ~~our~~Our ~~business,~~ability ~~financial~~to ~~condition,~~grow ~~and~~will ~~operating~~depend ~~results~~in part on the expansion of international sales. There are a number of risks arising from our international business, including:

•

~~There~~the ~~has~~payment been a trend toward industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating ~~results~~expenses ~~and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly~~ in ~~the~~local ~~service provider market~~currencies, ~~rapid~~which ~~consolidation~~exposes ~~will~~us ~~lead~~ to ~~fewer~~risks ~~customers, with the effect that loss~~ of acurrency ~~major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.~~fluctuations;

•

fluctuations in local economies which impact demand;

•

import tariffs imposed by the United States and the possibility of reciprocal tariffs by foreign countries;

•

compliance with trade compliance laws and regulations, including restrictions on trade with embargoed or sanctioned countries or with denied parties, and rules related to the export of encryption technology;

•

differing privacy regulations, data localization requirements, and restrictions on cross-border data transfers;

•

compliance with U.S. laws and regulations pertaining to the sale and distribution of products to customers in foreign countries, including anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010;

•

compliance with regulatory requirements of foreign countries, including compliance with rapidly evolving environmental regulations;

•

difficulty in conducting due diligence with respect to business partners in certain international markets;

•

reduced or limited protection of intellectual property rights, particularly in jurisdictions that have less developed intellectual property regimes, such as China and India;

•

difficulties in managing operations across disparate geographic areas;

•

longer accounts receivable collection cycles;

•

higher credit risks requiring cash in advance or letters of credit;

•

potential adverse tax consequences;

•

increased complexity of accounting rules and financial reporting requirements;

•

difficulties associated with enforcing agreements through foreign legal systems;

•

systemic transportation issues could impact delivery of product around the world;

•

terrorism, war or other armed conflict; and

•

natural disasters, epidemics, and pandemics.

Any or all of these factors could have a material adverse impact on our business, financial condition, and operating results.

Substantially all of our international sales are U.S. Dollar-denominated. The recent weakness of the U.S. Dollar relative to foreign currencies could have the effect of increasing our operating expenses, which are often paid in local currency. In the future, we may elect to invoice a larger portion of our international customers in local currency, which would expose us to greater fluctuations in exchange rates between the U.S. Dollar and the particular local currency. If we do so, we may decide to engage in hedging transactions to minimize the risk of such fluctuations. We have entered into foreign exchange forward contracts to offset the impact of payment of operating expenses in local currencies to some of our operating foreign subsidiaries. However, if we are not successful in managing these foreign currency transactions, we could incur losses from these activities.

If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.

We maintain sufficient inventory of finished goods and, to a lesser extent, raw materials and drive demand with our third-party manufacturers in amounts that we believe allow for timely fulfillment of sales. We estimate required levels of inventory based on current and anticipated demand, market conditions, and product development cycles. Our estimates are also based on inventory levels and sales data from our distributors, which are not always reliable or timely. The actual levels of inventory are subject to the impact of external factors such as supply shortages, macroeconomic conditions, technology shifts, or price changes. Distributors may increase or decrease the levels of inventory that they order to meet supply shortages or expected demand. If distributors increase orders to build up stock out of concern for product shortages, or to meet anticipated demand that does not materialize, we may have excess channel inventory, leading to reductions in future period orders from our distributors.

If we incorrectly forecast demand, we may build up excess inventory. Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products in our inventory, as we did in the fourth quarter of 2024, when we recorded additional reserves due to certain excess and obsolete inventory. However, if we have insufficient inventory, we risk not being able to maximize sales, thus negatively impacting revenue and could impair our distributor relationships, potentially jeopardizing our ability to build revenue in the future.

We enter into agreements with contract manufacturers and suppliers based on our anticipated demand, market conditions, and product development cycles. These contracts obligate us to purchase commitments for raw materials and finished goods. If demand for our products is lower than expected, we may be obligated to purchase excess product or raw materials from our suppliers, resulting in an adverse impact on our cash flows, operating expenses, financial condition, and operating results. For example, we have, in the past, recorded significant charges due to excess inventory and such commitments to our suppliers.

Failure to accurately forecast demand has in the past, and could, in the future, require us to write-off the value of excess products or components inventory, causing our financial performance to suffer. If we are unable to manage our inventory or commitments to suppliers in the future, we could be required to record additional charges. Any or all of the foregoing could materially adversely affect our business, financial condition, and operating results.

To successfully manage our business or achieve our goals, we must attract, retain, train, motivate, develop and promote key employees, and a failure to do so can harm us.

Our success depends to a significant degree upon the continued contributions of our key management, engineering, sales and marketing, service, finance, and operations personnel, many of whom would be difficult to replace. We have experienced and may in the future experience significant turnover in our executive personnel. Changes in our management and key employees could affect our financial results, and our prior reductions in force may impede our ability to attract and retain highly skilled personnel. We believe our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, engineering, sales and marketing, service, finance, and operations personnel. The market for such personnel is competitive in certain regions for certain types of technical skills, particularly AI.

A number of our employees are foreign nationals who rely on visas and entry permits to legally work in the United States and other countries. Changes in immigration laws and enforcement could require us to incur additional unexpected labor costs and expenses or could restrain our ability to attract and retain skilled professionals. Any of these restrictions could have a material adverse effect on our business, financial conditions, and operating results.

We rely on third-party providers for services needed to deliver our cloud solutions and other third-party providers for our internal operations. Any disruption in the services provided by such third-party providers could adversely affect our business and subject us to liability.

Our cloud solutions are hosted from and use computing infrastructure provided by third parties, including ~~Amazon Web Services~~AWS, ~~Google Cloud Platform~~GCP, and ~~Microsoft~~ Azure. We do not own or control the operation of the third-party facilities or equipment used to provide the cloud services. Our computing infrastructure service providers have no obligation to renew their agreements with us on commercially reasonable terms or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our computing infrastructure service providers is acquired, we may be required to transition to a new provider and we may incur significant costs and possible service interruption in connection with doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to us. Moreover, any financial difficulties, such as bankruptcy, faced by such service providers may have negative effects on our business, the nature and extent of which are difficult to predict.

acquired, we may be required to transition to a new provider and we may incur significant costs and possible service interruption in connection with doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to us. Moreover, any financial difficulties, such as bankruptcy, faced by such service providers may have negative effects on our business, the nature and extent of which are difficult to predict.

If these third-party service providers experience service outages, performance problems or errors, this could adversely affect the experience of our customers. Our agreements with third-party computing infrastructure service providers may not entitle us to corresponding service level credits to those we offer to our customers. Any changes in third-party service levels at our computing infrastructure service providers or any related disruptions or performance problems with our solutions could adversely affect our reputation and impact our customers’ operations, result in lengthy interruptions in our services, or result in potential losses of customer data. Interruptions in our services might reduce our revenues, cause us to issue refunds to customers for prepaid and unused subscriptions, subject us to service level credit claims and potential liability, or adversely affect our renewal rates.

Additionally, if a third-party service provider fails to maintain compliance with standards such as SOC2 or ISO27001, it could affect the underlying controls that we maintain, or that our customers rely upon. This could entail additional costs to compensate for the lost controls, or have a negative impact on revenue if our customers do not perceive our vendors as secure.

We rely on third-party cloud service providers such as Salesforce and Oracle to support internal operations. Disruptions to such services or data breaches related to those services could impact our ability to maintain efficient operations and to provide services to our customers, could put our employees’ or customers’ data at risk, and could materially adversely affect our business, financial condition, operating results, and future growth prospects.

ToThe ~~successfully manage our business or achieve our goals~~adoption, ~~we must attract~~use, ~~retain, train, motivate, develop~~ and ~~promote~~development ~~key~~of ~~employees,~~AI ~~and~~products amay ~~failure~~result toin doreputational ~~so can~~ harm usor liability.

~~Our~~We ~~success~~incorporate ~~depends~~artificial tointelligence ainto ~~significant~~various ~~degree~~products ~~upon~~that ~~the~~we ~~continued contributions of our key management~~offer, ~~engineering, sales~~ and ~~marketing,~~we ~~service~~continue ~~and~~to ~~operations~~develop ~~personnel,~~additional ~~many~~use ofcases ~~whom~~and ~~would~~products beutilizing ~~difficult to replace~~AI. WeThe ~~have~~field ~~experienced~~of ~~and~~AI ~~may~~is inrapidly ~~the~~developing, ~~future~~both ~~experience~~technologically ~~significant~~and ~~turnover~~from ina ~~our~~regulatory ~~executive~~and ~~personnel~~legal standpoint. ~~Changes~~Known inchallenges ~~our~~such ~~management~~as ~~and~~algorithmic ~~key~~bias, ~~employees~~black ~~could~~box ~~affect~~training ~~our financial results~~sets, and ~~our~~“hallucinations” ~~prior~~exist, ~~reductions~~as inwell ~~force~~as ~~may~~a ~~impede~~dependence ~~our~~on ~~ability~~the toreliability ~~attract~~of ~~and~~the ~~retain~~underlying ~~highly skilled personnel~~model. WeAs ~~believe~~we ~~our~~incorporate ~~future~~this ~~success~~technology ~~will~~into ~~also depend in large part upon~~ our ~~ability~~products ~~to attract~~ and ~~retain~~our ~~highly~~internal ~~skilled~~tools ~~managerial, engineering, sales~~ and ~~marketing~~systems, ~~service,~~we ~~finance,~~may ~~and~~experience ~~operations~~unexpected ~~personnel.~~outcomes ~~The~~or ~~market~~impacts ~~for~~related ~~such~~to ~~personnel~~the istechnology, ~~competitive~~creating inreputational, ~~certain~~legal, ~~regions~~and ~~for~~regulatory ~~certain types of technical skills~~risks.

AThe ~~number~~regulatory offramework ~~our~~for ~~employees~~AI ~~are~~is rapidly evolving as many federal, state, and foreign ~~nationals~~government ~~who~~bodies ~~rely~~and onagencies ~~visas~~have introduced or are currently considering additional laws and ~~entry~~regulations. ~~permits~~For example, in ~~order~~Europe, the EU Artificial Intelligence Act (the “EU AI Act”) establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act applies to ~~legally~~companies ~~work~~that develop, use and/or provide AI in the ~~United~~EU ~~States~~and includes requirements around transparency, conformity assessments and ~~other~~monitoring, ~~countries.~~risk ~~Changes~~assessments, inhuman ~~immigration~~oversight, ~~laws~~security, ~~could~~accuracy, ~~require~~general uspurpose AI and foundation models, and fines for breach of up to ~~incur~~7% of worldwide annual turnover. Legislation related to AI technologies has been passed in various U.S. states. Such additional ~~unexpected~~regulations ~~labor~~may ~~costs~~impact our ability to develop, use and ~~expenses~~commercialize orAI ~~could~~technologies in the future.

20Additionally, existing laws and regulations may be interpreted in ways that may affect our use of AI. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

~~restrain~~We have instituted an internal AI Council to provide governance for our ~~ability~~use of AI, and to ~~retain~~help ~~skilled~~identify ~~professionals~~and mitigate risks associated with our and our vendors’ use of AI. However, we may not be able to anticipate or mitigate all risk. Any ofinvestigation ~~these~~or ~~restrictions~~litigation related to our use of AI could have aan ~~material~~ adverse ~~effect~~impact on our ~~business,~~results ~~financial~~of ~~conditions~~operations due to the associated costs and any related fines, and ~~operating~~could ~~results~~also have an adverse impact on our customer relationships and ability to grow revenue.

Military actions and other geopolitical tensions could adversely affect our business, financial condition and operating results.

In recent years, various military actions such as the February 2022 Russian military action in Ukraine or the October 2023 Israel-Hamas military action have occurred. Although the length, impact, and outcome of such conflicts are highly unpredictable, these conflicts and others that could arise could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increases in cyberattacks and espionage.

In addition, such military actions could lead to, and have led to, expansion of sanction programs and export control restrictions imposed by the United States and other countries whose sanctions or export control programs could impact the Company's operations. These government measures could and do include export controls restricting certain exports, re-exports, transfers or releases of commodities, software, and technology to certain countries, and sanctions targeting certain officials, individuals, entities, regions, and industries in those countries, including the financial, defense, and energy sectors. Such sanctions and other measures, as well as the existing and potential further responses from military actors or allies to such sanctions, tensions, and military actions, could adversely affect the global economy and financial markets and could materially adversely affect our business, financial condition, operating results, and future financial performance.

Military or terrorist actions could impact suppliers’ ability to procure raw materials, or to finish or transport goods. As a result of such disruptions, we may experience in the future extended lead times, delays in supplier deliveries, increased transportation and component costs, and increased costs for expedited shipments. These potential supply chain disruptions may result in delayed deliveries of several key components used in the manufacturing of our products.

We regularly assess the impact of the geopolitical climate on our business, including our business partners and customers. The extent and duration of military actions, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could affect our business, financial condition, and operating results. Any such disruptions may also magnify the impact of other risks described in this “Risk Factors” section.

The adoption, use, and development of AI products may result in reputational harm or liability.

We incorporate artificial intelligence into various products that we offer, and we continue to develop additional use cases and products based on GenAI. We use and will continue to use tools and processes that incorporate GenAI. The field of AI is rapidly developing, both technologically and from a regulatory and legal standpoint. Known challenges such as algorithmic bias, black box training sets, and “hallucinations” exist. As we incorporate this technology into our products and our internal tools and systems, we may experience unexpected outcomes or impacts related to the technology, creating reputational, legal, and regulatory risks.

The regulatory framework for AI is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. For example, in the United States, the Biden administration issued a broad Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, that sets out principles intended to guide AI design and deployment for the public and private sector and signals the increase in governmental involvement and regulation over AI technologies. Further, in Europe, on July 12, 2024, the EU Artificial Intelligence Act (the “EU AI Act”) was published in the EU Official Journal, and establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act applies to companies that develop, use and/or provide AI in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and fines for breach of up to 7% of worldwide annual turnover. Legislation related to AI technologies has also been introduced at the U.S. federal level and is advancing at the state level. For example, the California Privacy Protection Agency is currently in the process of finalizing regulations under the California Consumer Privacy Act ("CCPA") regarding the use of automated decision-making. Such additional regulations may impact our ability to develop, use and commercialize AI technologies in the future.

Additionally, existing laws and regulations may be interpreted in ways that may affect our use of AI. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

Any investigation or litigation related to our use of AI could have an adverse impact on our results of operations due to the associated costs and any related fines, and could also have an adverse impact on our customer relationships.

If our products do not effectively interoperate with our customers’ networks and result in cancellations and delays of installations, our business, financial condition and operating results could be harmed.

21Our products are designed to interface with our customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products from other vendors. Many of our customers’ networks contain multiple generations of products that have been added over time as these networks have grown and evolved. Our products must inter-operate with many or all of the products within these networks as well as future products to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ networks, we may need to modify our software networking solutions to fix or overcome these errors so that our products will inter-operate and scale with the existing software and hardware, which could be costly. In addition, if our products do not inter-operate with those of our customers’ networks, demand for our products could be adversely affected or orders for our products could be canceled. This could materially adversely affect our business, financial condition, operating results, and future financial performance.

Our products are designed to interface with our customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products from other vendors. Many of our customers’ networks contain multiple generations of products that have been added over time as these networks have grown and evolved. Our products must inter-operate with many or all of the products within these networks as well as future products in order to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ networks, we may need to modify our software networking solutions to fix or overcome these errors so that our products will inter-operate and scale with the existing software and hardware, which could be costly and could negatively affect our business, financial condition, and operating results. In addition, if our products do not inter-operate with those of our customers’ networks, demand for our products could be adversely affected or orders for our products could be canceled. This could materially adversely affect our business, financial condition, operating results, and future financial performance.

When our products contain undetected errors, we may incur significant unexpected expenses and could lose sales.

Network products frequently contain undetected errors when new products or new versions or updates of existing products are released to the marketplace. In the past, we have experienced such errors in connection with new products and product updates. We have experienced component problems in prior years that caused us to incur higher than expected warranty, service costs and expenses, and other related operating expenses. In the future, we expect that, from time to time, such errors or component failures will be found in new or existing products after the commencement of commercial shipments. These problems may have a material adverse effect on our business by causing us to incur significant warranty, repair and replacement costs, diverting the attention of our engineering personnel from new product development efforts, delaying the recognition of revenue, and causing significant customer relations problems. Further, if products are not accepted by customers due to such defects, ~~and~~ such returns could exceed the amount we accrued for defective returns~~, this would materially adversely affect our business, financial condition, operating results, and future financial performance~~.

Our products ~~must~~are ~~successfully~~used ~~inter-operate~~in conjunction with products from other vendors. As a result, when problems occur in a network, it may be difficult to identify the sources of these problems. The occurrence of system errors, whether or not caused by our products, could result in the delay or loss of market acceptance of our products and any necessary revisions may cause us to incur significant expenses. ~~The~~Any ~~occurrence~~or all of ~~any~~the ~~such~~foregoing ~~problems~~could ~~would likely~~ have a material adverse effect on our business, operating results, and financial condition.

We must continue to develop and increase the productivity of our indirect distribution channels to increase net revenues and improve our operating results.

Our distribution strategy focuses primarily on developing and increasing the productivity of our indirect distribution channels. If we fail to develop and cultivate relationships with significant channel partners, if we are unable to meet their needs, or if these channel partners are not successful in their sales efforts, sales of our products may decrease and our operating results could suffer. Many of our channel partners also sell products from other vendors that compete with our products. Our channel partners may not continue to market or sell our products effectively or to devote the resources necessary to provide us with effective sales, marketing, and technical support. We may not be able to successfully manage our sales channels or enter into additional reseller and/or distribution agreements. Our failure to do any of these could limit our ability to grow or sustain revenues.

Our operating results for any given period have and will continue to depend to a significant extent on large orders from a relatively small number of channel partners and other customers. However, we do not have binding purchase commitments from any of them. A substantial reduction or delay in sales of our products to a significant reseller, distributor or other customer could harm our business, ~~operating results and financial condition~~ because our expense levels are based on our expectations as to future revenues and, to a large extent, are fixed in the short term. ~~Under~~Some ~~specified conditions, some~~ third-party distributors ~~are~~have ~~allowed~~contractual terms that allow them to return products to us and unexpected returns. Any or all of the foregoing could materially adversely affect our business, financial condition, operating results, and future financial performance.

The sales cycle for our products is long and we may incur substantial non-recoverable expenses or devote significant resources to sales that do not occur when anticipated.

The purchase of our products represents a significant strategic decision by a customer regarding its communications infrastructure. The decision by customers to purchase our products is often based on the results of a variety of internal procedures associated with the evaluation, testing, implementation, and acceptance of new technologies. Accordingly, the product evaluation process frequently results in a lengthy sales cycle, typically ranging from three months to longer than a year, and as a result, our ability to sell products is subject to a number of significant risks, including risks that:

• budgetary constraints and internal acceptance reviews by customers will result in the loss of potential sales; • there may be substantial variation in the length of the sales cycle from customer to customer, making decisions on the expenditure of resources difficult to assess; • we may incur substantial sales and marketing expenses and expend significant management time in an attempt to initiate or increase the sale of products to customers, but not succeed;21

22evaluation, testing, implementation, and acceptance of new technologies. Accordingly, the product evaluation process frequently results in a lengthy sales cycle, typically ranging from three months to longer than a year, and as a result, our ability to sell products is subject to a number of significant risks, including risks that:

•

•budgetary ~~when~~constraints aand ~~sales~~internal ~~forecast~~acceptance ~~from~~reviews aby ~~specific~~customers ~~customer~~will ~~for~~result ~~a particular quarter is not achieved~~ in ~~that quarter, we may be unable to compensate for~~ the ~~shortfall,~~loss ~~which~~of ~~could~~potential ~~harm our operating results; and • downward pricing pressures could occur during the lengthy~~ sales ~~cycle for our products.~~;

•

there may be substantial variation in the length of the sales cycle from customer to customer, making decisions on the expenditure of resources difficult to assess;

•

we may incur substantial sales and marketing expenses and expend significant management time in an attempt to initiate or increase the sale of products to customers, but not succeed;

•

when a sales forecast from a specific customer for a particular quarter is not achieved in that quarter, we may be unable to compensate for the shortfall, which could harm our operating results; and

•

downward pricing pressures could occur during the lengthy sales cycle for our products.

These factors could impact our inventory forecasting and revenue forecasting, which could materially adversely affect our business, financial condition, operating results, and future financial performance.

Risks Related to Financial Matters

We cannot assure future profitability, and our financial results may fluctuate significantly from period to period.

We have not been consistently profitable. Even in years when we reported profits, we may not have been profitable in each quarter during those years. We anticipate continuing to incur significant sales and marketing, product development and general and administrative expenses. Any delay in generating or recognizing revenue could result in a loss for a quarter or full year. Even if we are profitable, our operating results may fall below ~~our~~guidance ~~expectations~~we provide and ~~those~~expectations of our investors, which could cause the price of our stock to fall.

We may experience challenges or delays in forecasting, generating or recognizing revenue for a number of reasons and our revenues and operating results have varied significantly in the past and may vary significantly in the future due to a number of factors, including, but not limited to, the following:

•

• our dependence on obtaining orders during a quarter and shipping those orders in the same quarter; • orders in our backlog could be cancelled by customers • decreases in the prices of the products we sell; • the mix of products sold and the mix of distribution channels through which products are sold; • acceptance provisions in customer contracts; • our ability to deliver installation or customer acceptance by the end of the quarter; • seasonal fluctuations in demand for our products and services; • a disproportionate percentage of our sales occurring in the last month of a quarter; • reduced visibility into the implementation cycles for our products and our customers’ spending plans; • our ability to forecast demand for our products, which in the case of lower-than-expected sales, may result in excess or obsolete inventory in addition to non-cancelable purchase commitments for component parts; • our sales to the telecommunications service provider market, which represents a significant source of large product orders, being especially volatile and difficult to forecast; • product returns or the cancellation or rescheduling of orders; • announcements and new product introductions by our competitors; • our ability to develop and support relationships with enterprise customers, service providers and other potential large customers; • our ability to obtain sufficient supplies of sole- or limited-source components for our products on a timely basis; and • changes in funding for customer technology purchases in our markets.

•

orders in our backlog could be cancelled by customers;

•

decreases in the prices of the products we sell;

•

the mix of products sold and the mix of distribution channels through which products are sold;

•

acceptance provisions in customer contracts;

•

our ability to deliver installation or customer acceptance by the end of the quarter;

•

seasonal fluctuations in demand for our products and services;

•

a disproportionate percentage of our sales occurring in the last month of a quarter;

•

reduced visibility into the implementation cycles for our products and our customers’ spending plans;

•

our ability to forecast demand for our products, which in the case of lower-than-expected sales, may result in excess or obsolete inventory in addition to non-cancelable purchase commitments for component parts;

•

our sales to the telecommunications service provider market, which represents a significant source of large product orders, being especially volatile and difficult to forecast;

•

product returns or the cancellation or rescheduling of orders;

•

announcements and new product introductions by our competitors;

•

our ability to develop and support relationships with enterprise customers, service providers and other potential large customers;

•

our ability to obtain sufficient supplies of sole- or limited-source components for our products on a timely basis; and

•

changes in funding for customer technology purchases in our markets.

In addition to risks related to revenue, we are subject to risks related to costs, which may be influenced by a number of factors, including, but not limited to, the following:

•

• our ability to achieve and maintain targeted cost reductions; • fluctuations in warranty or other service expenses actually incurred; • increases in the price of the components we purchase; • increases in costs associated with sourcing and shipping components and finished products; • general inflationary pressures, increasing the cost of all inputs; and • rising interest rates, increasing the cost of borrowing.

•

Wefluctuations ~~are subject to changes~~ in ~~general~~warranty ~~and~~or ~~specific~~other ~~macroeconomic~~service ~~conditions~~expenses inactually the economy as a whole as well as in the networking industry, which could affect both revenue and costs. In particular, rising interest rates could decrease demand for our products and services, as the cost and access to capital to fund large projects may be limited for certain customers.incurred;

•

increases in the price of the components we purchase;

•

increases in costs associated with sourcing and shipping components and finished products, including tariffs;

•

general inflationary pressures, increasing the cost of all inputs; and

•

rising interest rates, increasing the cost of borrowing.

We are subject to changes in general and specific macroeconomic conditions in the economy as a whole as well as in the networking industry, which could affect both revenue and costs. In particular, increases in interest rates could decrease demand for our products and services, as the cost and access to capital to fund large projects may be limited for certain customers.

Due to the foregoing and other factors, many of which are described herein, period-to-period comparisons of our operating results should not be relied upon as an indicator of our future performance.

Our stock price has been volatile in the past and may significantly fluctuate in the future.

In the past, the trading price of shares of our common stock has fluctuated significantly. This could continue as we or our competitors announce new products, our results or those of our customers or competition fluctuate, conditions in the networking or semiconductor industry change, conditions in the U.S. or global economy change, or when investors change their sentiment toward stocks in the networking technology sector.

23In addition, fluctuations in our stock price and our enterprise value to sales valuation may make our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stock rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis. These fluctuations may adversely affect the trading price or liquidity of our common stock.

~~semiconductor~~Some ~~industry~~companies, ~~change~~including ours, ~~conditions~~that inhave ~~the~~had ~~global~~volatile ~~economy~~market ~~change~~prices for their securities have had securities class action lawsuits filed against them. Such suits, orregardless ~~when~~of ~~investors~~the ~~change~~merits ~~their~~or ~~sentiment~~outcome, ~~toward~~can ~~stocks~~result in ~~the~~substantial ~~networking~~costs ~~technology~~and ~~sector~~divert management’s attention and resources.

In addition, fluctuations in our stock price and our enterprise value to sales valuation may make our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stock rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis. These fluctuations may adversely affect the trading price or liquidity of our common stock. Some companies, including us, that have had volatile market prices for their securities have had securities class action lawsuits filed against them. If a suit were filed against us, regardless of its merits or outcome, it could result in substantial costs and divert management’s attention and resources.

If we do not adequately manage and evolve our financial reporting and managerial systems and processes, our ability to manage and grow our business may be harmed.

Our ability to successfully implement our business plan and comply with regulations requires an effective planning and management process. We need to continue improving our existing, and implement new, operational and financial systems, procedures and controls. Disruptions to our existing systems, procedures, or controls or any delay or disruption in the implementation of or the transition to new or enhanced systems, procedures, or controls, or any delay or disruption in the integration of acquired businesses, could have a significant impact on our business. Failure to properly or adequately address such issues could harm our ability to manage our business, meet our obligations to our customers, accurately forecast sales demand, manage our supply chain, record and report financial and management information on a timely and accurate basis, or forecast future results, which could result in a material adverse effect on our business, financial condition, and operating results.

Our revenues may decline as a result of changes in public funding of educational institutions.

A significant portion of our revenues comes from sales to both public and private K-12 educational institutions. Public schools receive funding from local tax revenues, and from state and federal governments through a variety of programs, many of which seek to assist schools located in underprivileged or rural areas. The funding for a portion of our sales to U.S.-based educational institutions comes from a federal funding program known as the E-Rate program. E-Rate is a program of the Federal Communications Commission (the “FCC”) that subsidizes the purchase of approved telecommunications, Internet access, and internal connection costs for eligible public educational institutions. The E-Rate program, its eligibility criteria, the timing and specific amount of federal funding actually available and which Wi-Fi infrastructure and product sectors will benefit, are uncertain and subject to final federal program approval and funding appropriation continues to be under review by the FCC, and we cannot assure that this program or its equivalent will continue, and as a result, our business may be harmed. Furthermore, if state or local funding of public education is significantly reduced because of legislative or policy changes or by reductions in tax revenues due to changing economic conditions, our sales to educational institutions may be negatively impacted by these changed conditions. Any reduction in spending on information technology systems by educational institutions could materially adversely affect our business, financial condition, operating results, and future financial performance.

Our credit facilities impose financial and operating restrictions on us and if we fail to meet our payment or other obligations under our 2023 Credit Agreement, as amended (as defined in Item 7, “Liquidity and Capital Resources”), the lenders under such 2023 Credit Agreement could foreclose on, and acquire control of, substantially all of our assets.

Our 2023 Credit Agreement imposes, and the terms of any future debt may impose, operating and other restrictions on us. These restrictions could affect, and in many respects limit or prohibit, among other items, our ability to:

•

• incur additional indebtedness; • create liens; • make investments; • enter into transactions with affiliates; • sell assets; • guarantee indebtedness; • declare or pay dividends or other distributions to stockholders; • repurchase equity interests; • change the nature of our business; • enter into swap agreements; • issue or sell capital stock of certain of our subsidiaries; and • consolidate, merge, or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

•

create liens;

•

make investments;

•

enter into transactions with affiliates;

•

sell assets;

•

guarantee indebtedness;

•

declare or pay dividends or other distributions to stockholders;

•

repurchase equity interests;

•

change the nature of our business;

•

enter into swap agreements;

•

issue or sell capital stock of certain of our subsidiaries; and

•

consolidate, merge, or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

Our 2023 Credit Agreement also requires us to achieve and maintain compliance with specified financial ratios. A breach of any of these restrictive covenants or the inability to comply with the required financial ratios or metrics could result in a default under our 2023 Credit Agreement. The lenders under our 2023 Credit Agreement also have the right in the event of a breach of the restrictive covenants to terminate any commitments they have to provide further borrowings. Reductions in earnings could increase our costs of borrowing, reduce our ability to comply with these covenants, or make extensions of credit unavailable to us.

Further, our 2023 Credit Agreement is jointly and severally guaranteed by us and certain of our subsidiaries. Borrowings under our 2023 Credit Agreement are secured by liens on substantially all of our assets, including the capital stock of certain of our subsidiaries, and the assets of our subsidiaries that are loan party guarantors. If we are unable to repay outstanding borrowings when due or comply with other obligations and covenants under our 2023 Credit Agreement, the lenders under our 2023 Credit Agreement will have the right to proceed against these pledged capital stock and take control of substantially all of our assets.

Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.

Our 2023 Credit Agreement may not be sufficient for our future working capital, investments and cash requirements, in which case we would need to seek additional debt or equity financing or scale back our operations. In addition, we may need to seek additional financing to achieve and maintain compliance with specified financial ratios under our 2023 Credit Agreement. We may not be able to access additional capital resources due to a variety of reasons, including the restrictive covenants in our 2023 Credit Agreement and the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition, operating results, and future growth prospects could be materially adversely affected.

access additional capital resources due to a variety of reasons, including the restrictive covenants in our 2023 Credit Agreement and the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition, operating results, and future growth prospects could be materially adversely affected.

Our indebtedness could expose us to interest rate risk to the extent of our variable rate debt.

Our 2023 Credit Agreement provides for interest to be calculated based on the prime rate, the federal funds rate and/or the secured overnight financing rate. ~~The Federal Reserve increased interest rates in 2022 and 2023 and these increases could continue in 2024 or beyond.~~ Increases in interest rates on which the 2023 Credit Agreement interest rates are based would increase interest rates on our debt, which could materially adversely impact our interest expense, operating results and cash flows.

Our revenues may decline as a result of changes in public funding of educational institutions.

We intend to invest in engineering, sales, services, marketing and manufacturing on a long-term basis, and delays or inability to attain the expected benefits may result in unfavorable operating results.

While we intend to focus on managing our costs and expenses, over the long term, we also intend to invest in personnel and other resources related to our engineering, sales, services, marketing and manufacturing functions as we focus on our foundational priorities, such as leadership in our core products and solutions and architectures for business transformation. We are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our business, financial condition, and operating results may be adversely affected.

We are exposed to the credit risk of our channel partners and direct customers, which could result in material losses.

Most of our sales are on an open credit basis, with standard payment terms of 30 days in the United States and, because of local customs or conditions, longer in some markets outside the U.S. We monitor partners’ and direct end customers’ payment capability in granting such open credit arrangements, seek to limit such open credit to amounts we believe the end customers can pay and maintain reserves we believe are adequate to cover exposure for doubtful accounts. Any significant delay or default in the collection of significant accounts receivable could potentially result in an increased need for us to obtain working capital from other sources, possibly on less favorable terms than we could have negotiated if we had established such working capital resources prior to such delays or defaults. Any significant default could adversely affect our operating results and delay our ability to recognize revenue.

A material portion of our sales is derived through our distributors, systems integrators, and value-added resellers. Some of our distributors, systems integrators and value-added resellers may experience financial difficulties, which could adversely affect our collection of accounts receivable. Our exposure to credit risks of our channel partners may increase if our channel partners and their end customers are adversely affected by global or regional economic conditions. One or more of these channel partners could delay payments or default on credit extended to them, either of which could materially adversely affect our business, financial condition, operating results, and future financial performance.

~~Rising~~Macroeconomic factors such as rising interest rates and increasing inflation could put additional financial pressures on some partners and customers, which could result in longer collection times or default on payment to us.

We are required to evaluate the effectiveness of our internal control over financial reporting on an annual basis and publicly disclose any material weaknesses in our controls. Any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and significant expense to remediate, and ultimately could have an adverse effect on our stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to assess the effectiveness of our internal control over financial reporting and to disclose if such controls were unable to provide assurance that a material error would be prevented or detected 24

25Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to assess the effectiveness of our internal control over financial reporting and to disclose if such controls were unable to provide assurance that a material error would be prevented or detected in a timely manner. We have an ongoing program to review the design of our internal controls framework in keeping with changes in business needs, implement necessary changes to our controls design and test the system and process controls necessary to comply with these requirements. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company will have been detected.

inIf awe ~~timely~~or ~~manner.~~our Weindependent ~~have~~registered anpublic ~~ongoing~~accounting ~~program~~firm toidentifies ~~review~~material ~~the~~weaknesses ~~design~~in of our internal controls, ~~framework~~the indisclosure ~~keeping~~of ~~with~~that ~~changes~~fact, ineven ~~business~~if ~~needs~~quickly remedied, ~~implement~~may ~~necessary~~cause ~~changes~~investors to lose confidence in our ~~controls~~financial ~~design~~statements and ~~test~~its ~~the~~stock ~~system~~price may decline. Remediation of a material weakness could require us to incur significant expenses and, ~~process~~if ~~controls~~we ~~necessary~~fail to ~~comply~~remedy ~~with~~any ~~these~~material ~~requirements.~~weakness, ~~Because~~our ofability ~~the~~to ~~inherent~~report ~~limitations~~our infinancial ~~all~~results ~~control~~on ~~systems~~a timely and accurate basis may be adversely affected, noour ~~evaluation~~access ofto ~~controls~~the ~~can~~capital ~~provide~~markets ~~absolute~~may ~~assurance~~be ~~that~~restricted, ~~misstatements~~our ~~due~~stock price may decline, and we may be subject to ~~error~~sanctions or ~~fraud~~investigation ~~will~~by ~~not~~regulatory ~~occur~~authorities, including the SEC or ~~that~~Nasdaq. ~~all~~We ~~control~~may ~~issues~~also be required to restate our financial statements from prior periods. Execution of restatements creates a significant strain on our internal resources and ~~instances~~could cause delays in our filing of ~~fraud,~~quarterly ifor ~~any~~annual financial results, ~~within~~increase our ~~Company~~costs ~~will~~and ~~have~~cause ~~been~~management ~~detected~~distraction. Restatements may also significantly affect our stock price in a materially adverse manner.

If we or our independent registered public accounting firm identifies material weaknesses in our internal controls, the disclosure of that fact, even if quickly remedied, may cause investors to lose confidence in our financial statements and its stock price may decline. Remediation of a material weakness could require us to incur significant expenses and, if we fail to remedy any material weakness, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our stock price may decline, and we may be subject to sanctions or investigation by regulatory authorities, including the SEC or Nasdaq. We may also be required to restate our financial statements from prior periods. Execution of restatements create a significant strain on our internal resources and could cause delays in our filing of quarterly or annual financial results, increase our costs and cause management distraction. Restatements may also significantly affect our stock price in a materially adverse manner.

We may not fully realize the anticipated positive impacts to future financial results from our restructuring efforts.

We have undertaken restructuring efforts in the past to streamline operations and reduce operating expenses. Our ability to achieve the anticipated cost savings and other benefits from our restructuring efforts within expected time frames is subject to many estimates and assumptions and may vary materially based on factors such as market conditions and the effect of our restructuring efforts on our work force. These estimates and assumptions are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. We cannot assure that we will fully realize the anticipated positive impacts to future financial results from our current or future restructuring efforts. If our estimates and assumptions are incorrect or if other unforeseen events occur, we may not achieve the cost savings expected from such restructurings, and our business, financial condition, operating results and future financial performance could be materially adversely affected.

We may not realize anticipated benefits of past or future acquisitions, divestitures and strategic investments, and the integration of acquired companies or technologies may negatively impact our business, financial condition and operating results or dilute the ownership interests of our stockholders.

As part of our business strategy, we review acquisition and strategic investment prospects that we believe would complement our current product offerings, augment our market coverage or enhance our technical capabilities, or otherwise offer growth opportunities. ~~For example, on September 14, 2021, we acquired Ipanematech SAS, the SD-WAN division of InfoVista SAS, for EUR 60 million in cash consideration.~~ In the event of any future acquisitions, we could:

•

• issue equity securities which would dilute current stockholders’ percentage ownership; ~~• incur substantial debt; • assume contingent liabilities; or • expend significant cash~~

•

incur substantial debt;

•

assume contingent liabilities; or

•

expend significant cash

These actions could have a material adverse effect on our business, financial condition, and operating results or the price of our common stock.

There can be no assurance we will achieve the revenues, growth prospects, and synergies expected from any acquisition orin ~~that~~the weanticipated ~~will~~timeframe, ~~achieve~~or ~~such~~at ~~revenues~~all, ~~growth prospects,~~ and ~~synergies in the anticipated time period and~~ our failure to do so could have a material adverse effect on our business, financial condition, and operating results. Moreover, even if we do obtain benefits in the form of increased sales and earnings, these benefits may be recognized much later than the time when the expenses associated with an acquisition are incurred. This is particularly relevant in cases where it would be necessary to integrate new types of technology into our existing portfolio and new types of products may be targeted for potential customers with which we do not have pre-existing relationships.

Our ability to realize the anticipated benefits of any current and future acquisitions, divestitures and investment activities also entail numerous risks, including, but not limited to:

•

• difficulties in the assimilation and successful integration of acquired operations, sales functions, technologies, products, and/or personnel; • unanticipated costs, litigation or other contingent liabilities associated with the acquisition or investment transaction; • incurrence of acquisition- and integration-related costs, goodwill or in-process research and development impairment charges, or amortization costs for acquired intangible assets, that could negatively impact our business, financial condition, and operating results; • the diversion of management's attention from other business concerns; • adverse effects on existing business relationships with suppliers and customers;

•

26unanticipated costs, litigation or other contingent liabilities associated with the acquisition or investment transaction;

•

•incurrence ~~risks associated with entering markets in which we have no or limited prior experience; • the potential loss~~ of ~~key~~acquisition- ~~employees of acquired organizations~~ and ~~inability~~integration-related tocosts, ~~attract~~goodwill or ~~retain~~in-process ~~other~~research ~~key employees;~~ and •development ~~substantial~~impairment charges, ~~for~~or ~~the~~ amortization ofcosts ~~certain~~for ~~purchased~~acquired intangible assets, ~~deferred~~that ~~stock~~could ~~compensation~~negatively orimpact ~~similar~~our ~~items.~~business, financial condition, and operating results;

•

the diversion of management's attention from other business concerns;

•

adverse effects on existing business relationships with suppliers and customers;

•

risks associated with entering markets in which we have no or limited prior experience;

•

the potential loss of key employees of acquired organizations and inability to attract or retain other key employees; and

•

substantial charges for the amortization of certain purchased intangible assets, deferred stock compensation or similar items.

If any of these risks occur, it could have a material adverse impact on our business, financial condition, operating results and future financial performance.

Regulatory, Tax and Legal Risks

We are subject to complex tariff regulations, export control laws and economic and trade sanctions. If we fail to comply with these laws and regulations, we could incur penalties and sanctions from governments, and could be restricted from exporting products.

We are required to comply with laws, rules and regulations of the United States and other countries, as applicable, relating to export controls and economic sanctions, including, but not limited to, trade sanctions administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury, as well as the Export Administration Regulations administered by the U.S. Department of Commerce. These regulations restrict our ability to market, sell, distribute or otherwise transfer our products or technology to prohibited countries or persons. Violations of these regulations, laws, or key control policies by our employees, contractors, channel partners, or agents could result in termination of our relationship, financial reporting problems, fines, and/or civil or criminal penalties for us, or prohibition on the importation or exportation of our products and could have a material adverse effect on our business, financial condition, and operating results. For example, on October 7, 2022, we submitted voluntary disclosures to the U.S. Treasury Department’s Office of Foreign Assets Control, the Bureau of Industry and Security’s Office of Export Enforcement, and the Department of Justice (collectively, the “Agencies”) regarding the potential export and sale of certain of our networking equipment to end users in Russia subject to U.S. sanctions and export control restrictions. We are continuing our review of the matter in conjunction with outside counsel. Given the uncertainty of the outcome of the investigation, and the potential outcome of the Agencies’ determination, we cannot estimate at this time the possible loss or range of loss that may result from this action.

Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.

We are exposed to the risk of employee fraud or other misconduct. Local laws and customs in many countries differ significantly from, or conflict with, those in the United States or in other countries in which we operate. In many foreign countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. Although we have implemented policies, procedures and training designed to ensure compliance with these U.S. and foreign laws and policies, there can be no complete assurance that any individual employee, contractor, channel partner, or agent will not violate our policies, procedures or applicable law, for which we may be ultimately held responsible. Misconduct by employees could include intentional failures to:

•

• comply with securities laws and regulations or similar regulations of comparable foreign regulatory authorities; • comply with export controls and sanctions laws and regulations or similar regulations of comparable foreign regulatory authorities; • comply with anti-corruption laws such as the FCPA and regulations or similar regulations of comparable foreign regulatory authorities; • comply with internal controls that we have established; • report financial information or data accurately; or • disclose unauthorized activities to us.

•

comply with export controls and sanctions laws and regulations or similar regulations of comparable foreign regulatory authorities;

•

comply with anti-corruption laws such as the FCPA and regulations or similar regulations of comparable foreign regulatory authorities;

•

comply with internal controls that we have established;

•

report financial information or data accurately; or

•

disclose unauthorized activities to us.

The precautions we take to detect and prevent misconduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Violations of these regulations, laws, or key control policies by our employees, contractors, channel partners, or agents could result in termination of our relationship, financial reporting problems, fines, and/or civil or criminal penalties for us and could have a material adverse effect on our business, financial condition, and operating results.

Our operating results may be negatively affected by legal proceedings.

We have in the past, currently are and will likely in the future pursue or be subject to claims or lawsuits in the normal course of our business. In addition to the risks related to the intellectual property lawsuits described ~~above~~herein, we are currently parties to other litigation as described in Note 109, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Regardless of the result, litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a lawsuit in which we are a defendant could result in a court order against us or payments to other parties that would have a material adverse effect on our business, financial condition, or operating results. Even if we are successful in prosecuting claims and lawsuits, we may not recover damages sufficient to cover our expenses incurred to manage, investigate and pursue the litigation. In addition, subject to certain limitations, we may be obligated to indemnify our current and former customers, suppliers, directors, officers and employees in certain lawsuits. We may not have adequate insurance coverage to cover all of our litigation costs and liabilities.

2726

in which we are a defendant could result in a court order against us or payments to other parties that would have a material adverse effect on our business, financial condition, or operating results. Even if we are successful in prosecuting claims and lawsuits, we may not recover damages sufficient to cover our expenses incurred to manage, investigate and pursue the litigation. In addition, subject to certain limitations, we may be obligated to indemnify our current and former customers, suppliers, directors, officers and employees in certain lawsuits. We may not have adequate insurance coverage to cover all of our litigation costs and liabilities.

Claims of infringement by others may increase and the resolution of such claims may materially adversely affect our business, financial condition, and operating results.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents, copyrights (including rights to “open -source” software) and other intellectual property rights. As we have grown, we have, and may continue to, experience greater revenues and increased public visibility, which may cause competitors, customers, and governmental authorities to be more likely to initiate litigation against us. Because of the existence of a large number of patents in the networking field, the secrecy of some pending patents and the issuance of new patents at a rapid pace, it is not possible to determine in advance if a product or component might infringe the patent rights of others. Because of the potential for courts awarding substantial damages, or internationally prohibiting us from ~~exporting~~importing ~~our products, in the case of China,~~ or ~~importing~~exporting our products, in ~~the~~or ~~case~~out of ~~Germany~~certain countries, the lack of predictability of such awards and the high legal costs associated with the defense of such patent infringement matters that would be expended to prove lack of infringement, it is not uncommon for companies in our industry to settle even potentially unmeritorious claims for very substantial amounts. Furthermore, the entities with whom we have or could have disputes or discussions include entities with extensive patent portfolios and substantial financial assets. These entities are actively engaged in programs to generate substantial revenues from their patent portfolios and are seeking or may seek significant payments or royalties from us and others in our industry.

Litigation resulting from claims that we are infringing the proprietary rights of others has resulted and could in the future result in substantial costs and a diversion of resources and could have a material adverse effect on our business, financial condition and operating results. We previously received notices from entities alleging that we were infringing their patents and have been party to patent litigation in the past.

Without regard to the merits of these or any other claims, an adverse court order or a settlement could require us, among other actions, to:

•

• stop selling our products that incorporate the challenged intellectual property; • obtain a royalty bearing license to sell or use the relevant technology, and that license may not be available on reasonable terms or available at all; • pay damages; • redesign those products that use the disputed technology; or • face a ban on importation or exportation of our products into the United States or into another country.

•

Inobtain ~~addition,~~a ~~our products include so~~royalty-~~called~~bearing ~~“open~~license ~~source”~~to ~~software.~~sell ~~Open~~or ~~source software is typically licensed for~~ use ~~at no initial charge but imposes on~~ the ~~user~~relevant oftechnology, ~~the~~and ~~open~~that ~~source software certain requirements to~~ license tomay ~~others~~not ~~both~~be ~~the~~available ~~open~~on ~~source~~reasonable ~~software~~terms asor ~~well~~available asat ~~modifications to the open source software under certain circumstances. Our use of open source software subjects us to certain additional risks for the following reasons:~~all;

•

•pay ~~open source license terms may be ambiguous and may result in unanticipated obligations regarding the licensing of our products and intellectual property~~damages; • open source software cannot be protected under trade secret law; • suppliers of open-source software do not provide the warranty, support and liability protections typically provided by vendors who offer proprietary software; and • it may be difficult for us to accurately determine the developers of the open source code and whether the acquired software infringes third-party intellectual property rights.

•

redesign those products that use the disputed technology; or

•

face a ban on importation or exportation of our products into the United States or into another country.

In addition, our products include so-called “open-source” software. Open-source software is typically licensed for use at no initial charge but imposes on the user of the open-source software certain requirements to license to others both the open-source software as well as modifications to the open-source software under certain circumstances. Our use of open-source software subjects us to certain additional risks for the following reasons:

•

open-source license terms may be ambiguous and may result in unanticipated obligations regarding the licensing of our products and intellectual property;

•

open-source software cannot be protected under trade secret law;

•

suppliers of open-source software do not provide the warranty, support and liability protections typically provided by vendors who offer proprietary software; and

•

it may be difficult for us to accurately determine the developers of the open-source code and whether the acquired software infringes third-party intellectual property rights.

We believe even if we do not infringe the rights of others, we will incur significant expenses in the future due to defense of legal claims, disputes or licensing negotiations, though the amounts cannot be determined. These expenses could materially adversely affect our business, financial condition, and operating results.

We rely on the availability of third-party licenses.

Some of our products are designed to include software or other intellectual property, including open -source software, licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, could have a material adverse effect on our business, operating results, and financial condition. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to protect our proprietary rights in our products. Further, the failure to comply with the terms of any license, including free open-source software, may result in our inability to continue to use such license, which could materially adversely affect our business, financial condition, operating results, and future financial performance.

nonexclusive basis could limit our ability to protect our proprietary rights in our products. Further, the failure to comply with the terms of any license, including free open source software, may result in our inability to continue to use such license, which could materially adversely affect our business, financial condition, operating results, and future financial performance.

Failure to protect our intellectual property could affect our business.

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. However, we cannot ensure that the actions we have taken will adequately protect our intellectual property rights or that other parties will not independently develop similar or competing products that do not infringe on our patents. With the advent of GenAI, there is a risk that when employees use GenAI tools, data will leak outside the Company that could lead to breach of confidentiality or a disclosure of trade secrets that are being developed.

advent of GenAI, there is a risk that when employees use GenAI tools, data will leak outside the Company that could lead to breach of confidentiality or a disclosure of trade secrets that are being developed.

We generally enter into confidentiality, invention assignment or license agreements with our employees, consultants and other third parties with whom we do business, and control access to and distribution of our intellectual property and other proprietary information. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise misappropriate or use our products or technology, which could adversely affect our business, financial condition, and operating results.

Our provision for income taxes and overall cash tax costs are affected by a number of factors, including reorganizations or restructurings of our business, jurisdictional revenue mix and changes in tax regulations or policy, all of which could materially adversely affect our business, financial condition and operating results.

We are a U.S. multinational company subject to income tax as well as non-income-based taxes in various jurisdictions including Ireland, where we have an operating company supporting our business in most non-U.S. jurisdictions. Our income taxes are subject to volatility and could be adversely affected by ~~several~~a number of factors including earnings that are lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates, changes in tax laws and regulations and interpretations of those changes, expiration of or lapses in the research and development tax credit laws, changes in the valuation of our deferred tax assets and liabilities, transfer pricing adjustments related ~~with respect~~ to our methods for valuing developed technology or intercompany arrangements ~~in the various jurisdictions we do business~~, tax effects of nondeductible compensation, including stock-based compensation, a change in our decision to indefinitely reinvest certain foreign earnings, changes in accounting principles and imposition of withholding or other taxes on payments by subsidiaries or customers. In particular, there are many aspects of the U.S.’s One Big Beautiful Bill Act for which specific guidance is not yet available, and could impact us in unanticipated ways.

~~Significant~~Determination of our worldwide tax liability involves significant judgment isin ~~required~~the tointerpretation ~~determine~~of ~~our~~applicable ~~worldwide~~tax ~~provision~~laws ~~for~~in ~~income~~the ~~taxes~~jurisdictions in which we do business.  In the ordinary course of business, there are many transactions where the ultimate tax determination is uncertain. ~~Additionally~~ In addition, our ~~calculations~~intercompany ofrelationships ~~income taxes payable~~are, ~~currently~~ and onwill acontinue ~~deferred~~to ~~basis~~be, ~~are~~subject ~~based~~to oncomplex ~~our~~transfer ~~interpretation~~pricing ofrules ~~applicable tax laws~~ in ~~the~~every ~~jurisdictions~~jurisdiction in which we ~~are~~operate ~~required~~and will be subject to ~~file~~challenge by tax ~~returns~~authorities. Although we believe our tax estimates are reasonable, there is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals. Due to shifting economic and political conditions, tax rates and policies in the United States as well as international jurisdictions may be subject to significant change. The application and interpretation of such ~~policies~~policy changes and underlying regulations, including taxation of earnings internationally, transfer pricing adjustments related to certain acquisitions, including the license of acquired intangibles under our cost sharing arrangement, Base Erosion and Anti-abuse Tax laws, Global Intangible Low-Tax Income (“GILTI”) laws, and the disallowance of tax deductions for certain expenses, as well as changes that may be enacted in the future, could materially impact our tax provision, cash tax liability and effective tax rate. Most recently, the United States enacted the Inflation Reduction Act in 2022, which made a number of changes to the Internal Revenue Code, including adding a 1% excise tax on stock buybacks by publicly traded corporations and a corporate minimum tax on adjusted financial statement income of certain large companies. We have assessed preliminary guidance and do not expect these provisions will adversely impact our effective tax rate.

The Organization for Economic Co-operation and Development (“OECD”), an international association comprised of 38 countries including the ~~United~~U.S. ~~States~~ and Ireland, has made changes ~~and is contemplating additional changes~~ to numerous long-standing tax principles. ~~There~~in ~~can~~the beform noof ~~assurance~~its ~~that~~Pillar ~~these~~Two ~~changes and any contemplated changes if finalized and adopted by associated countries~~framework, ~~will~~which ~~not~~effectively ~~have~~imposes a ~~materially adverse impact on our provision for income taxes. Substantially all member countries of the OECD agreed to certain tax principles, including a global~~ minimum tax rate of 15%. ~~In December 2022, the Council of the European Union adopted the global minimum tax initiative for enactment by European Union member states. EU members will be required to enact local laws~~ in ~~2023,~~each ~~which~~taxing ~~are~~jurisdiction ~~intended to be effective for tax years beginning after December 31, 2023~~globally. Many countries ~~are~~have ~~also~~adopted ~~actively~~or ~~considering~~are ~~changes~~positioned to ~~existing~~adopt ~~tax~~portions ~~laws~~or ~~and~~all ~~rates~~of orthe ~~have~~ proposed orrules. Where enacted, ~~new~~the ~~laws~~rules ~~that~~are ~~could~~effective ~~increase~~for ~~our~~us ~~tax obligations~~ in ~~countries~~fiscal ~~where we do business or cause us to change the way we operate the business~~2025. We have assessed the ~~impacts~~impact of ~~these~~Pillar ~~new~~Two ~~rules~~to inbe ~~the~~immaterial ~~countries~~to ~~where~~our weoverall ~~currently~~tax ~~operate~~provision ~~and~~for dofiscal ~~not currently anticipate a material impact to our tax liabilities~~2025, however, wethere can ~~provide~~be no assurance that ~~our~~future ~~tax~~adoption ~~liabilities~~of these rules by associated countries, will not behave a materially ~~impacted~~adverse inimpact ~~the~~on ~~future~~our ~~under~~provision ~~this~~for ~~initiative~~income taxes.

~~Beginning~~Many incountries ~~2022,~~are ~~the~~also ~~Tax~~actively ~~Cuts~~considering ~~and~~changes ~~Jobs Act of 2017 eliminates the option~~ to ~~deduct~~existing ~~research~~tax ~~and~~laws ~~development expenditures currently~~ and ~~requires~~rates ~~taxpayers~~or tohave ~~capitalize~~proposed ~~and~~or ~~amortize~~enacted ~~them~~new ~~over~~laws ~~five~~that orcould ~~fifteen~~increase ~~years~~our ~~pursuant~~tax toobligations ~~IRC~~in ~~Section~~countries ~~174~~where ~~depending~~we ondo ~~whether~~business ~~the~~or ~~expenditure~~cause isus ~~recorded~~to inchange the ~~U.S.~~way orwe aoperate ~~foreign jurisdiction. Although~~ the ~~U.S.~~business ~~Congress~~including ~~has~~taxes ~~been~~on ~~considering~~digital ~~legislation~~services, ~~that~~withholding ~~would~~taxes ~~defer~~on ~~the~~royalties ~~capitalization~~ and ~~amortization~~taxes ~~requirement~~on tointercompany ~~later~~service ~~years,~~charges. ~~there~~We ~~has~~have ~~been~~assessed ~~little~~the ~~recent~~impacts ~~discussion~~of ~~and~~these werules ~~have~~in ~~no assurance~~ the ~~provision~~countries ~~will~~where bewe ~~repealed~~currently oroperate ~~modified.~~and ~~Given~~do ~~the~~not ~~requirement~~currently ~~was~~anticipate ~~not~~a ~~repealed~~material orimpact ~~modified~~to asour oftax ~~June 30~~liabilities, ~~2023~~however, ~~our~~given ~~existing~~the ~~U.S.~~lack ~~net~~of ~~operating~~statutory ~~losses~~guidance ~~were~~and ~~fully~~historical ~~utilized during fiscal 2023~~precedent, ~~and~~ we ~~are~~can ~~now~~provide ~~subject~~no toassurance ~~U.S.~~that ~~cash tax on profits. In addition,~~ our ~~effective~~ tax ~~rate~~liabilities will ~~materially~~not ~~increase~~be asmaterially weimpacted ~~made~~in anthe ~~accounting~~future ~~policy~~under ~~election~~these toor ~~treat~~similar ~~GILTI as a period cost (i~~initiatives.~~e., recorded~~

when incurred) in 2018 when the GILTI rules were introduced. Our research and development expenditures are shared by our U.S. parent and Irish principal company and as such, the disallowed deduction will drive up our GILTI inclusion associated with Ireland, which in turn will increase our effective tax rate. Additionally, a change in our future effective tax rate, including from the release of the valuation allowances recorded against our net U.S. and Irish deferred tax assets may create volatility in our calculated tax expense.

Finally, we are subject to the examination of our income tax returns by the Internal Revenue Service, Irish Revenue, and other tax authorities globally. Although we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes, there is no assurance our assessments are, in fact, adequate. Changes in our effective tax rates or amounts assessed upon examination of our tax returns may have a material adverse impact on our business, financial condition, and operating results.

Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations, or financial condition.

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”), including from and about actual and prospective customers, as well as our employees and business contacts and information we process for or on behalf of our customers in the course of our business. We are therefore subject to certain laws, regulations and other requirements relating to the privacy, security, and handling of Personal Information either directly or where we are processing Personal Information for or on behalf of our customers or another third party. For example, the General Data Protection Regulation, and related laws in other jurisdictions require us to adhere to certain disclosure restrictions and deletion obligations with respect to the Personal Information of their residents, and allow for penalties for violations. We have invested, and continue to invest, human and technology resources in our efforts to comply with such requirements that may be time-intensive and costly.

or where we are processing Personal Information for or on behalf of our customers or another third party. For example, the E.U.’s General Data Protection Regulation, and similar laws in other jurisdictions require us to adhere to certain disclosure restrictions and deletion obligations with respect to the Personal Information of their residents, and allow for penalties for violations. We have invested, and continue to invest, human and technology resources in our efforts to comply with such requirements that may be time-intensive and costly.

The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents. In addition, some such requirements place restrictions on our ability to process Personal Information across our business or across country borders.

It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations, which could ultimately hinder our ability to grow our business by extracting value from our data assets. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security, and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations, or enforcement actions. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

Failure of our products to comply with evolving industry standards and complex government regulations may adversely impact our business.

If we do not comply with existing or evolving industry standards, certifications, and government regulations, we may not be able to sell our products where these standards, certifications, or regulations apply. The ~~network~~networking ~~equipment~~ industry in which we compete is characterized by rapid changes in technology and customers' requirements and evolving industry standards. As a result, our success depends on:

•

• the timely adoption and market acceptance of industry standards, and timely resolution of conflicting U.S. and international industry standards; and ~~• our ability to influence the development of emerging industry standards and to introduce new and enhanced products that are compatible with such standards.~~

•

our ability to influence the development of emerging industry standards and to introduce new and enhanced products that are compatible with such standards;

•

in some cases, on our ability to achieve and maintain certifications.

In the past, we have introduced new products that were not compatible with certain technological standards, and in the future, we may not be able to effectively address the compatibility and interoperability issues that arise as a result of technological changes and evolving industry standards.

Our products must also comply with various U.S. federal government regulations and standards defined by agencies such as the FCC, standards established by governmental authorities in various foreign countries and recommendations of the International Telecommunication Union. In some circumstances, we must obtain regulatory approvals or certificates of compliance before we can offer or distribute our products in certain jurisdictions or to certain customers. Complying with new regulations or obtaining certifications can be costly and disruptive to our business.

30Customers are increasingly demanding that products are certified to external standards, such as those promulgated by the International Organization for Standardization (“ISO”).

If we do not comply with existing or evolving industry standards or government regulations, or achieve and maintain relevant certifications, we will not be able to sell our products where these standards or regulations apply or where such certifications are required, which may prevent us from sustaining our net revenues or achieving profitability.

Provisions in our charter documents and Delaware law may delay or prevent an acquisition of Extreme, which could decrease the value of our common stock.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors ("Board"). Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In addition, our Board has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer. Although we believe these provisions of our certificate of incorporation and bylaws and Delaware law will provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our Board, these provisions apply even if the offer may be considered beneficial by some of our stockholders.

Our bylaws, as amended, provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers, other employees or stockholders to us, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws, any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. Our bylaws further provide that the federal district courts of the United States shall be the exclusive forum for any cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees or stockholders, which may discourage such lawsuits against us and our directors, officers, other employees and stockholders. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive-forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.

Compliance with laws, rules and regulations relating to corporate governance and public disclosure may result in additional expenses.

Federal securities laws, rules and regulations, as well as Nasdaq rules and regulations, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their Chief Executive Officers, Chief Financial Officers and directors for securities law violations. These laws, rules and regulations and the interpretation of these requirements are evolving, and we ~~are~~continue ~~making investments~~ to evaluate current practices ~~and~~ to ~~continue~~maintain ~~to achieve~~ compliance, which may require investments that may have a material adverse impact on our business, financial condition, and operating results.

General

Natural or man-made disasters, climate change, acts of war or terrorism, pandemics, technological disruptions or other events beyond our control could disrupt our operations and harm our business, financial condition and operating results.

We have major offices in Morrisville, North Carolina,; San Jose, California,; Salem, New Hampshire,; Bangalore, India,; ~~Thornhill~~Markham, Canada,; Shannon, Ireland; and Reading, United Kingdom. We have, ~~or plan to have,~~ contract manufacturers located in Taiwan, Vietnam, and the Philippines~~, and Thailand~~. Historically, each location has been vulnerable to natural disasters and other risks, such as earthquakes, fires, floods, and severe storms, which could disrupt the local or even global economy, create power and communication disruptions, and pose physical risks to property belonging to us or our contract manufacturers. Global shipping could also be disrupted by such events, which would impede our ability to get product to our customers. Climate change may exacerbate the frequency or severity of some natural disasters.

Regulations related to climate change and/or greenhouse gas emissions could have an impact on our supply chain, business operations, and regulatory compliance requirements. Customers or potential customers may impose climate change-related requirements on us that are costly or may require us to forego certain revenue.

Civil unrest, riots, pandemics, acts of terrorism, and other systemic disruptions could disrupt demand for products, supply chain, or distribution and could negatively impact our costs or revenue. Such disruptions to the availability or integrity of utilities, transportation infrastructure, or the internet could have significant macroeconomic impacts, decreasing demand for our products and impacting our ability to get them to market. As a result, our business, financial situation, and operating results could be negatively affected.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program, include, but are not limited to the following:

•

risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

•

a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•

cybersecurity awareness training of our employees;

•

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•

a third-party risk management process for key service providers, suppliers, and vendors based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – System security risks, data breaches, and cyberattacks could compromise our proprietary information, disrupt our internal operations, impact services to customers, and harm public perception of our products, which could materially adversely affect our business, financial condition, operating results, and future growth prospects”.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives regular reports from our Chief Information Security Officer (“CISO”) regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. The Chief Information and Customer Officer (“~~CIO~~CICO”) and CISO periodically report to the full Board regarding cybersecurity risks and our cyber risk management program. Board members periodically receive presentations on cybersecurity topics from our ~~CIO~~CICO, our CISO, or external experts as part of the Board’s continuing education on topics that impact public companies.

Our management team, including our ~~CIO~~CICO and our CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our ~~CIO~~CICO and CISO collectively have ~~over five~~ decades of IT and cybersecurity experience in technology companies, including ~~two~~significant ~~decades~~experience in senior-level leadership roles. Additionally, our CISO holds Certified Information Security Manager and Certified in Risk and Information Systems Control certifications,. ~~They~~Our CICO and CISO are assisted by a cross-functional Information Security Steering Committee.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

3231

Item 2. Properties

Our corporate headquarters is located in Morrisville, North Carolina where we currently lease approximately 54,530 square feet of space under a lease agreement that expires in fiscal year 2031.

In addition to our headquarters in Morrisville, we lease additional sites in the United States, including in Salem, New Hampshire and San Jose, California for research and development, sales and marketing and administrative purposes. Outside the United States, we also lease facilities in other geographic locations for research and development, sales and service personnel and administration, including other cities in the Americas, EMEA and APAC, such as Bangalore, India,; Chennai, India,; Markham, Canada,; Reading, United Kingdom,; Shannon, Ireland; and other locations.

As of June 30, ~~2024~~2025, we have an aggregate of approximately 0.5 million square feet of leased space with various expiration dates between fiscal year 2025 and fiscal 2033. We are continuously evaluating our leased locations. As leases expire, we analyze key metrics such as attendance and usage when determining whether to extend the lease, reduce the size of the facility or allow the lease to expire.

Item 3. Legal Proceedings

The information set forth under the heading “Legal Proceedings” in Note 109, Commitments and Contingencies, in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not Applicable.

3332

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Market and Dividends

Our shares of common stock trades on the Nasdaq Global Select Market and commenced trading on Nasdaq on April 9, 1999 under the symbol “EXTR”.

As of August 98, ~~2024~~2025, there were ~~155~~146 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. We have never declared or paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future.

Certain information regarding our equity compensation plan(s) as required by Part II is incorporated by reference from our Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our year ended June 30, ~~2024~~2025 Annual Meeting of Stockholders no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

The ~~Company~~following ~~did~~table ~~not~~provides stock repurchase ~~any~~activity ~~of its common stock~~ during the three months ended June 30, ~~2024.~~2025 (in thousands, except per share amounts):

STOCK PRICE PERFORMANCE GRAPH


							Approximate Dollar Value
	Total		Average		Total Number of Shares		of Shares
	Number of		Price Paid		Purchased as Part of		That May Yet Be Purchased
	Shares		per Share		Publicly Announced		Under the Plans or Programs
	Purchased		(1)		Plans or Programs		(1) (2)
Beginning amount available to repurchase							$	37,285
April 1, 2025 - April 30, 2025		—	$	—		—		37,285
May 1, 2025 - May 31, 2025		798		15.65		798		24,793
June 1, 2025 - June 30, 2025		739		16.93		739		12,292
Total		1,537	$	16.26		1,537
Authorization effective July 1, 2025(2)							$	200,000

(1)

~~The~~On ~~following~~May ~~performance~~18, ~~graph~~2022, ~~and~~the ~~related~~Company ~~information~~announced ~~shall~~that ~~not~~its beBoard ~~deemed~~had ~~“soliciting~~authorized ~~material”~~management or to berepurchase ~~“filed”~~up ~~with~~to ~~the~~$200.0 ~~SEC,~~million ~~nor~~of ~~shall~~its ~~such~~common ~~information~~stock beover ~~incorporated~~a bythree-year ~~reference~~period ~~into~~commencing ~~any~~on ~~future~~July ~~filing~~1, ~~under~~2022. ~~the~~Refer ~~Securities~~to ~~Act~~Note ~~or the Securities Exchange Act of 1934~~10, asStockholders’ ~~amended (the "Exchange Act")~~Equity, ~~whether~~in ~~made~~Notes ~~before~~to orConsolidated ~~after~~Financial ~~the~~Statements ~~date~~included ~~hereof~~elsewhere ~~and irrespective of any general incorporation language~~ in ~~any~~this ~~such~~Report ~~filing,~~for orfurther ~~otherwise~~information ~~subject~~regarding to the ~~liabilities~~2022 ~~under~~Share ~~the~~Repurchase ~~Securities~~Program. ~~Act~~The or2022 ~~Exchange~~Repurchase ~~Act,~~Program ~~each~~ended ason ~~amended~~June 30, ~~except to the extent that we specifically incorporate it by reference into such filing~~2025.

(2)

~~Set~~On ~~forth~~February ~~below~~18, is2025, ~~a stock price performance graph comparing~~ the ~~annual~~Company ~~percentage~~announced ~~change~~that inits ~~the~~Board ~~cumulative~~had ~~total~~authorized ~~return~~management onto ~~our~~repurchase ~~common~~up ~~stock~~to ~~with~~$200.00 ~~the~~million ~~cumulative~~shares ~~total returns~~ of ~~companies comprising~~ the ~~NASDAQ~~Company's UScommon ~~Benchmark~~stock TRover ~~index~~a ~~and~~three-year ~~the~~period ~~NASDAQ US Benchmark Computer Hardware TR Index~~ commencing July 1, ~~2019 and ending on June 30, 2024~~2025. ~~The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of our common stock.~~

3433

~~Comparison~~STOCK ofPRICE ~~Five-Year~~PERFORMANCE ~~Cumulative~~GRAPH ~~Total Returns~~

~~Performance~~The ~~Graph~~following ~~for~~performance ~~Extreme~~graph ~~Networks~~and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, ~~Inc.~~nor shall such information be incorporated by reference into any future filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

~~Index~~Set ~~data~~forth ~~Copyright~~below is a stock price performance graph comparing the annual percentage change in the cumulative total return on our common stock with the cumulative total returns of companies comprising the NASDAQ ~~OMX~~US Benchmark TR index and the NASDAQ US Benchmark Computer Hardware TR Index commencing July 1, ~~Inc.~~2020 ~~Used~~and ~~with~~ending ~~permission~~on June 30, 2025. ~~All~~The ~~rights~~comparisons ~~reserved~~in the graph below are based on historical data and are not intended to forecast the possible future performance of our common stock.

~~Item~~Comparison 6.of ~~[RESERVED]~~Five-Year Cumulative Total Returns

35Performance Graph for Extreme Networks, Inc.

Index ~~Item~~data 7.Copyright ~~Management’s~~NASDAQ ~~Discussion~~OMX, ~~and~~Inc. ~~Analysis~~Used ofwith ~~Financial~~permission. ~~Condition~~All ~~and~~rights ~~Results of Operations~~reserved.

~~Business~~Item ~~Overview~~6. [RESERVED]

~~The following discussion should be read with the Consolidated Financial Statements and the related notes in Part II, Item 8 of this Annual Report on Form 10-K.~~34

~~The~~ ~~following~~Item ~~discussion is based upon our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with U~~7.S. generally accepted accounting principles. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the manufacturing and shipment of products, the fulfillment of orders, the purchase of supplies, and the building of inventory and service parts, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. For further information about our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” included in this “Management'’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~Extreme~~Business ~~Networks,~~Overview Inc., together with its subsidiaries (collectively referred to as “Extreme” and as “we,” “us” and “our”) is a leading provider of cloud networking solutions and industry leading services and support. We were incorporated in California in May 1996 and reincorporated in Delaware in March 1999. Our corporate headquarters are located in Morrisville, North Carolina. We derive a majority of our revenues from the sale of our networking equipment, software subscriptions and services, and related maintenance contracts.

~~Extreme~~The isfollowing adiscussion ~~leading~~should ~~provider~~be ofread ~~cloud~~with ~~networking~~the ~~solutions~~Consolidated ~~and~~Financial ~~industry~~Statements ~~leading services~~ and ~~support.~~the ~~Extreme~~related ~~designs,~~notes ~~develops~~in ~~and~~Part ~~manufactures wired~~II, ~~wireless,~~Item ~~and~~8 ~~SD-WAN infrastructure equipment. The Company's cloud solution is a single platform that offers unified network management~~ of ~~wireless~~this ~~access~~Annual ~~points,~~Report ~~switches~~on ~~and~~Form SD10-~~WAN~~K. It leverages ML, AI Operations, and analytics to help customers deliver secure connectivity at the edge of the network, speed cloud deployments, and uncover actionable insights to save time, lower costs and streamlines operations.

~~Enterprise~~The ~~network~~following ~~administrators~~discussion ~~need~~is tobased ~~respond~~upon toour ~~the~~Consolidated ~~rapid~~Financial ~~digital~~Statements ~~transformational~~included ~~trends~~elsewhere ofin ~~cloud,~~this ~~mobility,~~Annual ~~big~~Report ~~data~~on Form 10-K, ~~social~~which ~~business~~have ~~and~~been ~~the~~prepared ~~ever-present~~in ~~need~~accordance ~~for~~with ~~network~~U.S. ~~security~~generally accepted accounting principles. ~~Accelerators~~In ~~such~~the course of operating our business, we routinely make decisions as ~~IoT~~to the timing of the payment of invoices, AIthe collection of receivables, ~~BYOD~~the manufacturing and shipment of products, MLthe fulfillment of orders, ~~cognitive~~the ~~computing~~purchase of supplies, and ~~robotics~~the ~~add~~building ~~complexity~~of toinventory ~~challenge~~and ~~the~~service ~~capabilities~~parts, ofamong ~~traditional~~other ~~networks~~matters. ~~Technology~~Each ~~advances~~of ~~have~~these adecisions ~~profound~~has ~~effect~~some ~~across~~impact on the ~~entire~~financial ~~enterprise~~results ~~network~~for ~~placing~~any ~~unprecedented~~given ~~demands~~period. onIn ~~network~~making ~~administrators~~these todecisions, ~~enhance~~we ~~management~~consider ~~capabilities~~various factors including contractual obligations, ~~scalability~~customer satisfaction, ~~programmability~~competition, ~~agility~~internal and external financial targets and expectations, and ~~analytics~~financial planning objectives. For further information about our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” included in this “Management's Discussion and Analysis of ~~the~~Financial ~~enterprise~~Condition ~~networks~~and ~~they~~Results ~~manage~~of Operations.”

AExtreme ~~direction~~Networks, ~~affecting~~Inc., ~~the~~together ~~Enterprise~~with ~~Network~~its ~~Equipment~~subsidiaries ~~market~~(collectively isreferred ~~the~~to ~~continued~~as ~~adoption~~“Extreme” ofand ~~the~~as ~~cloud-managed~~“we,” ~~enterprise~~“us” ~~WLAN~~and in“our”) ~~the enterprise market. Hybrid cloud~~ is a ~~cloud~~leading ~~computing~~provider ~~environment which uses a mix~~ of ~~on-premises,~~cloud ~~private~~networking ~~cloud,~~solutions and ~~third-party,~~industry ~~public~~leading ~~cloud~~ services ~~with~~and ~~orchestration between multiple platforms~~support. We ~~introduced~~were ~~our~~incorporated ~~Cloud offering~~ in ~~2016~~California ~~and~~ in ~~August~~May ~~2019~~1996 ~~acquired Aerohive Networks, Inc to enhance our Cloud strategy with a 3rd generation Cloud platform~~ and toreincorporated ~~accelerate~~in ~~adoption~~Delaware ~~of hybrid cloud networking solutions~~ in ~~the~~March ~~Enterprise~~1999. WeOur ~~believe~~corporate ~~Extreme’s~~headquarters ~~enhanced~~are ~~Cloud~~located ~~solution is the only offering~~ in ~~the~~Morrisville, ~~market~~North ~~that~~Carolina. ~~seamlessly~~We ~~integrates~~derive ~~the~~a ~~cloud~~majority ~~with~~of ~~on-premises~~our ~~infrastructures~~revenues ~~and enables visibility~~ from the ~~edge~~sale toof ~~everywhere.~~our ~~See~~networking ~~Part 1~~equipment, ~~Item~~software 1.subscriptions ~~Business~~and services, ~~for~~and ~~additional~~related ~~discussion~~maintenance ~~of our business~~contracts.

~~Fiscal~~Extreme ~~Year~~is a leader in AI-powered cloud networking, focused on delivering simple and secure solutions that help businesses address challenges and enable connections among devices, applications, and users. We push the boundaries of technology, leveraging the powers of artificial intelligence, analytics, and automation and have industry leading support services. Tens of thousands of customers globally trust Extreme to drive value, foster innovation, and overcome extreme challenges. Extreme also designs, develops, and manufactures wired, wireless, and SD-WAN infrastructure equipment. Our Extreme Platform ONE solution, announced in December 2024 and made generally available in July 2025, is a technology platform that reduces the complexity for enterprises by seamlessly integrating networking, security and AI solutions into a single platform. AI-powered automation includes conversational, interactive and autonomous AI agents—to assist, advise and accelerate the productivity of networking, security and business teams—designed to reduce the time to complete complex tasks.

~~The~~Our ~~Company~~global ~~uses~~footprint aprovides ~~fiscal~~service ~~calendar~~to ~~year~~some ~~ending~~of onthe ~~June~~world’s ~~30.~~leading ~~All~~names ~~references~~in ~~herein~~business toacross ~~“fiscal~~verticals ~~2024”~~such oras ~~“2024";~~large ~~“fiscal~~sports ~~2023”~~and orentertainment ~~“2023”;~~venues, ~~“fiscal~~hospitality, ~~2022”~~retail, ortransportation ~~“2022”~~and ~~represent~~logistics, education, government, healthcare, manufacturing and service providers. We derive all our revenues from the ~~fiscal~~sale ~~years~~of ~~ended~~our networking equipment, ~~respectively.~~software subscriptions, and related maintenance contracts.

~~Acquisitions~~Fiscal Year

~~Ipanematech~~The ~~SAS~~Company uses a fiscal calendar year ending on June 30. All references herein to “fiscal 2025” or “2025"; “fiscal 2024” or “2024”; “fiscal 2023” or “2023” represent the fiscal years ended, respectively.

On September 14, 2021 (the “Acquisition Date”), we completed our acquisition (the “Acquisition”) of Ipanematech SAS (“Ipanema”), the cloud-native enterprise Software-Defined Wide Area Network business unit of InfoVista pursuant to a Sale and Purchase Agreement. Under the terms of the Acquisition, the net consideration paid by Extreme to Ipanema stockholders was $70.9 million. The primary reason for the Acquisition was to acquire the talent and the technology to allow us to expand our portfolio with new cloud-managed SD-WAN and security offerings to support our enterprise customers. The acquisition was accounted for using the acquisition method of accounting whereby the acquired assets and liabilities of Ipanema were recorded at their respective fair values including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. Results of operations of Ipanema are included in our operations beginning with the Acquisition Date. During the fiscal years ended June 30, 2023 and 2022, we recognized transaction costs related to this acquisition of $0.4 million and $7.0 million, respectively, which are included in “Acquisition and integration costs” in the accompanying consolidated statements of operations.35

36Results of Operations

~~Results~~The following is a summary of ~~Operations~~our results of operations during the fiscal year ended June 30, 2025:

•

~~The~~Net ~~following~~revenues ~~is a summary~~ of ~~our~~$1,140.1 ~~results~~million, ofincreased ~~operations~~2.0% ~~during~~from ~~the~~ fiscal ~~year~~2024 ~~ended~~net ~~June~~revenues 30of $1,117.2 ~~2024:~~million.

•

~~Net~~Product revenues of $~~1,117~~704.25 million, ~~decreased~~increased 140.97% from fiscal ~~2023~~2024 ~~net~~product revenues of $~~1,312~~699.53 million.

•

~~Product~~Subscription and support revenues of $~~699~~435.36 million, ~~decreased~~increased 254.02% from fiscal ~~2023~~2024 ~~product~~subscription and support revenues of $~~932~~417.59 million.

•

~~Subscription~~Total ~~and~~gross ~~support~~margin ~~revenues~~ of ~~$417~~62.92% ~~million,~~of ~~increased~~net ~~10.0%~~revenues ~~from~~in fiscal ~~2023~~2025, ~~subscription~~compared ~~and~~to ~~support~~56.5% ~~revenues~~in offiscal ~~$380~~2024.~~0 million.~~

•

~~Total~~Operating ~~gross~~income ~~margin~~ of 56$35.5%9 ofmillion ~~net revenues~~ in fiscal ~~2024~~2025, compared to 57operating loss of $65.5%2 million in fiscal ~~2023~~2024.

•

~~Operating~~Net loss ofwas $657.25 million in fiscal ~~2024~~2025, compared to ~~operating~~net ~~income~~loss of $~~108~~86.30 million in fiscal ~~2023~~2024.

•

~~Net~~Cash ~~loss~~flow ~~was~~provided by operating activities of $86152.0 million, compared to cash flow provided by operating activities of $55.5 million in fiscal 2024, ~~compared~~an toincrease ~~net~~of ~~income~~$96.5 million. Cash and cash equivalents were $231.7 million as of June 30, 2025, an increase of $7875.10 million, incompared to $156.7 million at the end of fiscal ~~2023~~2024.

~~Cash~~Net flow provided by operating activities of $55.5 million, compared to cash flow provided by operating activities of $249.2 million in fiscal 2023, a decrease of $193.7 million. Cash and cash equivalents were $156.7 million as of June 30, 2024, a decrease of $78.1 million, compared to $234.8 million at the end of fiscal 2023.Revenues

The ~~Company’s~~following ~~reported~~table ~~loss~~presents ~~per~~net ~~share~~product ~~for~~and ~~the~~subscription ~~year~~and ~~ended~~support ~~June~~revenues ~~30,~~for ~~2024, of $0.66 on~~ the ~~Company’s~~fiscal ~~Consolidated~~years ~~Statement~~ended ofJune ~~Operations~~30, ~~included within this report differs by a $0.01 as compared to the loss per share of $0.65 as reported on the Company’s Form 8-K filed with the SEC on August 7~~2025, 2024, ~~due~~and to2023 ~~a correction~~ (in ~~shares~~thousands, ~~used~~except ~~in the loss per share calculation for that period.~~percentages):

Net Revenues


	Year Ended				Year Ended
	June 30, 2025	June 30, 2024	$ Change	% Change	June 30, 2024	June 30, 2023	$ Change	% Change
Net revenues:
Product	$704,462	$699,257	$5,205	0.7 %	$699,257	$932,454	$(233,197)	(25.0)%
Percentage of net revenues	61.8%	62.6%			62.6%	71.0%
Subscription and support	435,605	417,946	17,659	4.2 %	417,946	380,000	37,946	10.0 %
Percentage of net revenues	38.2%	37.4%			37.4%	29.0%
Total net revenues	$1,140,067	$1,117,203	$22,864	2.0 %	$1,117,203	$1,312,454	$(195,251)	(14.9)%

~~The~~We ~~following~~generate ~~table~~product ~~presents~~revenues ~~net~~primarily ~~product~~from ~~and~~sales of our networking equipment. We derive subscription and support revenues ~~for~~primarily ~~the~~from ~~fiscal~~sales ~~years~~of ~~ended~~our ~~June~~subscription 30and support offerings which includes SaaS offerings, maintenance contracts, professional services and training for our products. Prior to fiscal 2024, ~~2023~~we referred to subscription and ~~2022~~support ~~(in~~revenue ~~thousands~~as “service and subscription revenue;” however, ~~except~~the ~~percentages):~~composition of subscription and support revenue has not been modified.

	Year Ended				Year Ended
	June 30,2024	June 30,2023	$Change	%Change	June 30,2023	June 30, 2022	$Change	%Change
Net revenues:
Product	$699,257	$932,454	$(233,197)	(25.0)%	$932,454	$761,721	$170,733	22.4 %
Percentage of net revenues	62.6%	71.0%			71.0%	68.5%
Subscription and support	417,946	380,000	37,946	10.0 %	380,000	350,600	29,400	8.4 %
Percentage of net revenues	37.4%	29.0%			29.0%	31.5%
Total net revenues	$1,117,203	$1,312,454	$(195,251)	(14.9)%	$1,312,454	$1,112,321	$200,133	18.0 %

Product revenues increased $5.2 million or 0.7% for the year ended June 30, 2025, compared to fiscal 2024. The product revenues increase for the year ended June 30, 2025 as compared to fiscal 2024 was primarily driven by higher bookings and shipments in the second half of fiscal 2025 than in the corresponding period in fiscal 2024 which was impacted by elongated sales cycles to end customers and lower channel sell-through caused by macroeconomic conditions.

WeProduct ~~generate product~~ revenues ~~primarily~~decreased ~~from~~$233.2 ~~sales~~million ofor ~~our~~25.0% ~~networking~~for ~~equipment.~~the Weyear ~~derive~~ended ~~subscription~~June ~~and~~30, ~~support~~2024, ~~revenues~~compared ~~primarily~~to ~~from~~fiscal ~~sales~~2023. ofThe ~~our~~product ~~subscription~~revenues ~~and~~decrease ~~support~~for ~~offerings~~the ~~which~~year ~~includes~~ended ~~SaaS~~June ~~offerings~~30, ~~maintenance~~2024 ~~contracts,~~as ~~professional~~compared ~~services~~to ~~and~~fiscal ~~training~~2023 ~~for~~was ~~our~~primarily ~~products.~~driven ~~Prior~~by tolower ~~fiscal~~bookings ~~2024,~~and weshipments ~~referred~~as towell ~~subscription~~as ~~and~~elongated ~~support~~sales ~~revenue~~cycles asto ~~“service~~end customers and ~~subscription~~lower ~~revenue;”~~channel ~~however,~~sell-through ~~the~~caused ~~composition~~by easing of ~~subscription~~supply ~~and~~chain ~~support~~constraints ~~revenue~~and ~~has~~macroeconomic ~~not been modified.~~conditions

~~Product~~Subscription and support revenues ~~decreased~~increased $~~233~~17.27 million or 254.02% for the year ended June 30, ~~2024~~2025, compared to fiscal ~~2023~~2024. The ~~product~~increase ~~revenues~~in ~~decrease~~subscription ~~for~~and ~~the~~support ~~year~~revenues ~~ended June 30, 2024 as compared to fiscal 2023~~ was primarily ~~driven~~due byto ~~lower~~increased ~~bookings~~adoption ~~and~~of ~~shipments~~our ascloud ~~well~~network asmanagement ~~elongated~~solutions ~~sales cycles to end customers~~ and ~~lower~~continued ~~channel~~growth ~~sell-through~~in ~~caused~~our bysubscription ~~easing of supply chain constraints and current macroeconomic conditions~~business.

~~Product~~Subscription and support revenues increased $~~170~~37.79 million or 2210.40% for the year ended June 30, ~~2023~~2024, compared to fiscal ~~2022~~2023. The ~~product revenues~~ increase ~~for~~in ~~the~~subscription ~~year~~and ~~ended~~support ~~June~~revenues ~~30, 2023 as compared to fiscal 2022~~ was primarily due to ~~strong~~increased ~~demand~~adoption ~~for~~of our ~~products~~cloud ~~and~~network ~~higher~~management ~~shipments~~solutions, ~~resulting~~higher ~~from~~attachment anrates ~~easing~~of incloud ~~supply~~support ~~chain~~services ~~constraints~~on ~~which~~product ~~had~~sales, ~~impacted~~and ~~our~~continued ~~ability~~growth toin ~~fulfill the demand for~~ our ~~products~~subscription ~~during fiscal 2022~~business.

Subscription and support revenues increased $37.9 million or 10.0% for the year ended June 30, 2024, compared to fiscal 2023. The increase in subscription and support revenues was primarily due to increased adoption of our cloud network management solutions, higher attachment rates of cloud support services on product sales, and continued growth in our subscription business. 36

~~Subscription~~We ~~and~~operate ~~support~~in ~~revenues~~three ~~increased~~regions: ~~$29.4~~Americas, ~~million~~EMEA or(Europe, ~~8.4%~~Middle ~~for~~East ~~the~~and ~~year~~Africa) ~~ended~~and ~~June~~APAC ~~30,~~(Asia ~~2023,~~Pacific). ~~compared~~The tofollowing ~~fiscal~~table ~~2022.~~presents ~~The~~the ~~increase~~total innet ~~subscription~~revenues ~~and~~geographically ~~support~~for ~~revenues~~the ~~was~~fiscal ~~primarily~~years ~~due~~ended toJune ~~the~~30, ~~growth~~2025, in2024 ~~our~~and ~~subscription~~2023 ~~business.~~(in thousands, except percentages):


	Year Ended				Year Ended
Net Revenues	June 30, 2025	June 30, 2024	$ Change	% Change	June 30, 2024	June 30, 2023	$ Change	% Change
Americas:
United States	$547,658	$581,141	$(33,483)	(5.8)%	$581,141	$572,927	$8,214	1.4 %
Other	49,047	46,578	2,469	5.3 %	46,578	84,108	(37,530)	(44.6)%
Total Americas	596,705	627,719	(31,014)	(4.9)%	627,719	657,035	(29,316)	(4.5)%
Percentage of net revenues	52.3%	56.2%			56.2%	50.1%
EMEA	451,649	$421,966	29,683	7.0 %	421,966	559,669	(137,703)	(24.6)%
Percentage of net revenues	39.6%	37.8%			37.8%	42.6%
APAC	91,713	$67,518	24,195	35.8 %	67,518	95,750	(28,232)	(29.5)%
Percentage of net revenues	8.1%	6.0%			6.0%	7.3%
Total net revenues	$1,140,067	$1,117,203	$22,864	2.0 %	$1,117,203	$1,312,454	$(195,251)	(14.9)%

WeCost ~~operate~~of inRevenues ~~three regions: Americas, EMEA (Europe, Middle East~~ and ~~Africa)~~Gross ~~and APAC (Asia Pacific). The following table presents the total net revenues geographically for the fiscal years ended June 30, 2024, 2023 and 2022 (in thousands, except percentages):~~Profit

	Year Ended				Year Ended
Net Revenues	June 30,2024	June 30,2023	$Change	%Change	June 30,2023	June 30, 2022	$Change	%Change
Americas:
United States	$581,141	$572,927	$8,214	1.4 %	$572,927	$503,635	$69,292	13.8 %
Other	46,578	84,108	(37,530)	(44.6)%	84,108	44,608	39,500	88.5 %
Total Americas	627,719	657,035	(29,316)	(4.5)%	657,035	548,243	108,792	19.8 %
Percentage of net revenues	56.2%	50.1%			50.1%	49.3%
EMEA	421,966	559,669	(137,703)	(24.6)%	559,669	477,081	82,588	17.3 %
Percentage of net revenues	37.8%	42.6%			42.6%	42.9%
APAC	67,518	95,750	(28,232)	(29.5)%	95,750	86,997	8,753	10.1 %
Percentage of net revenues	6.0%	7.3%			7.3%	7.8%
Total net revenues	$1,117,203	$1,312,454	$(195,251)	(14.9)%	$1,312,454	$1,112,321	$200,133	18.0 %

The following table presents the gross profit on product and subscription and support revenues and the gross profit percentage of net revenues for the fiscal years ended June 30, 2025, 2024 and 2023 (in thousands, except percentages):

We rely upon multiple channels of distribution, including distributors, direct resellers, OEMs and direct sales. Revenues through our distributor channel were 85% of total product revenues in fiscal 2024, 83% of total product revenues in fiscal 2023 and 80% of total product revenue in fiscal 2022.


	Year Ended				Year Ended
	June 30, 2025	June 30, 2024	$ Change	% Change	June 30, 2024	June 30, 2023	$ Change	% Change
Gross profit:
Product	$403,631	$333,498	$70,133	21.0 %	$333,498	$506,159	$(172,661)	(34.1)%
Percentage of product revenues	57.3%	47.7%			47.7%	54.3%
Subscription and support	305,496	297,333	8,163	2.7 %	297,333	248,561	48,772	19.6 %
Percentage of subscription and support revenues	70.1%	71.1%			71.1%	65.4%
Total gross profit	$709,127	$630,831	$78,296	12.4 %	$630,831	$754,720	$(123,889)	(16.4)%
Percentage of net revenues	62.2%	56.5%			56.5%	57.5%

~~The~~Cost ~~level~~of product revenues includes costs of ~~sales~~materials, amounts paid to ~~any~~third-party ~~one~~contract ~~customer~~manufacturers, costs related to warranty obligations, charges for excess and obsolete inventory, scrap, distribution, product certification, amortization of developed technology intangibles, royalties under technology license agreements, and internal costs associated with manufacturing overhead, including amanagement, ~~distributor~~manufacturing engineering, ~~may~~quality ~~vary~~assurance, ~~from~~development ~~period~~of totest ~~period~~plans, and document control. We outsource substantially all of our manufacturing. We conduct supply chain management, quality assurance, manufacturing, engineering, and document control at our facilities in San Jose, California, Salem, New Hampshire, Taiwan, Vietnam and the Philippines.

~~Cost~~Product ofgross ~~Revenues~~profit increased to $403.6 million for the year ended June 30, 2025, from $333.5 million in fiscal 2024, primarily due to higher product revenues as well as lower provisions for excess and ~~Gross~~obsolete ~~Profit~~inventory and lower warranty costs, partially offset by higher overhead and distribution costs related to increased purchases of inventory.

~~The~~Product ~~following~~gross ~~table~~profit ~~presents~~decreased to $333.5 million for the ~~gross~~year ~~profit~~ended onJune 30, 2024, from $506.2 million in fiscal 2023, primarily due to lower product ~~and~~revenues ~~subscription~~as well as an additional provision for excess and ~~support~~obsolete ~~revenues~~inventory and ~~the~~loss ~~gross~~on ~~profit~~supplier ~~percentage~~commitments of ~~net~~$64.5 ~~revenues~~million ~~for~~partially ~~the~~offset ~~fiscal~~by ~~years~~lower ~~ended~~amortization ~~June~~of 30intangibles due to certain intangibles being fully amortized, ~~2024~~lower distribution costs due to easing of supply chain constraints, ~~2023~~lower warranty reserves cost, and ~~2022~~lower (overhead costs. The increase in ~~thousands,~~the ~~except~~provisions ~~percentages):~~for excess and obsolete inventory and loss on supplier commitments during fiscal 2024 was primarily for certain of our older products which were scheduled to go end of sale during the Company’s fiscal year 2025 and for which excess of such inventories was beyond the demand forecast.

	Year Ended				Year Ended
	June 30,2024	June 30,2023	$Change	%Change	June 30,2023	June 30, 2022	$Change	%Change
Gross profit:
Product	$333,498	$506,159	$(172,661)	(34.1)%	$506,159	$401,159	$105,000	26.2 %
Percentage of product revenues	47.7%	54.3%			54.3%	52.7%
Subscription and support	297,333	248,561	48,772	19.6 %	248,561	228,779	19,782	8.6 %
Percentage of subscription and support revenues	71.1%	65.4%			65.4%	65.3%
Total gross profit	$630,831	$754,720	$(123,889)	(16.4)%	$754,720	$629,938	$124,782	19.8 %
Percentage of net revenues	56.5%	57.5%			57.5%	56.6%

Our cost of subscription and support revenues consist primarily of labor, overhead, repair and freight costs and the cost of service parts used in providing support under customer maintenance contracts as well as third-party professional services costs, data center costs and cloud hosting service costs.

~~Cost~~Subscription ofand ~~product~~support ~~revenues~~gross ~~includes~~profit ~~costs~~increased ~~of materials, amounts paid~~ to ~~third-party~~$305.5 ~~contract~~million ~~manufacturers, costs related to warranty obligations, charges~~ for ~~excess~~the ~~and~~year ~~obsolete~~ended ~~inventory,~~June ~~scrap~~30, ~~distribution~~2025, ~~product~~from ~~certification,~~$297.3 ~~amortization~~million ofin ~~developed~~fiscal ~~technology intangibles~~2024, ~~royalties~~primarily ~~under~~due ~~technology~~to ~~license~~higher ~~agreements,~~subscription ~~and internal costs associated with manufacturing overhead~~revenues, ~~including~~partially ~~management,~~offset ~~manufacturing~~by ~~engineering,~~higher ~~quality~~personnel ~~assurance,~~costs ~~development of test plans,~~ and ~~document~~increased ~~control.~~cloud Weservice ~~outsource substantially all of our manufacturing~~costs. ~~We conduct supply chain management, quality assurance, manufacturing, engineering, and document control at our facilities in San Jose, California, Salem, New Hampshire, China, and Taiwan.~~

Product gross profit decreased to $333.5 million for the year ended June 30, 2024, from $506.2 million in fiscal 2023, primarily due to lower product revenues as well as an additional provision for excess and obsolete inventory and loss on supplier commitments of $64.5 million partially offset by lower amortization of intangibles due to certain intangibles being fully amortized, lower distribution costs due to easing of supply chain constraints, lower warranty reserves cost, and lower overhead costs. The increase in the provisions for excess and obsolete inventory and loss on supplier commitments during fiscal 2024 was primarily for certain of our older products which are scheduled to go end of sale during the Company’s fiscal year 2025 and for which excess of such inventories is beyond the demand forecast.37

~~Product~~Subscription and support gross profit increased to $~~506~~297.23 million for the year ended June 30, ~~2023~~2024, from $~~401~~248.26 million in fiscal ~~2022~~2023, primarily due to ~~increased~~higher ~~product~~subscription ~~revenues~~and ~~along~~support ~~with~~revenues ~~lower amortization of intangibles of $3.8 million due to certain intangibles being fully amortized,~~ and lower ~~distribution~~headcount ~~costs of $1.1 million due to easing of supply chain constraints,~~ partially offset by higher ~~direct~~professional ~~product~~services ~~costs,~~fees ~~higher excess~~ and ~~obsolete~~increased ~~inventory~~cloud ~~charges~~service ~~of $6~~costs.~~3 million and higher warranty reserves cost of $2.1 million.~~

~~Our~~Operating cost of subscription and support revenues consist primarily of labor, overhead, repair and freight costs and the cost of service parts used in providing support under customer maintenance contracts as well as third-party professional services costs, data center costs and cloud hosting service costs.Expenses

38The following table presents operating expenses for the fiscal years ended June 30, 2025, 2024 and 2023 (in thousands, except percentages):

Subscription and support gross profit increased to $297.3 million for the year ended June 30, 2024, from $248.6 million in fiscal 2023, primarily due to higher subscription and support revenues and lower headcount partially offset by higher professional services fees and increased cloud service costs.


	Year Ended				Year Ended
	June 30, 2025	June 30, 2024	$ Change	% Change	June 30, 2024	June 30, 2023	$ Change	% Change
Research and development	$221,459	$211,931	$9,528	4.5 %	$211,931	$214,270	$(2,339)	(1.1)%
Sales and marketing	327,563	345,802	(18,239)	(5.3)%	345,802	336,906	8,896	2.6 %
General and administrative	139,621	99,938	39,683	39.7 %	99,938	89,934	10,004	11.1 %
Acquisition and integration costs	—	—	—	—	—	390	(390)	(100.0)%
Restructuring and related charges (benefits)	1,492	36,321	(34,829)	(95.9)%	36,321	2,860	33,461	1,170.0 %
Amortization of intangible assets	2,043	2,041	2	0.1 %	2,041	2,047	(6)	(0.3)%
Total operating expenses	$692,178	$696,033	$(3,855)	(.6)%	$696,033	$646,407	$49,626	7.7 %

~~Subscription~~The ~~and~~following ~~support~~table ~~gross~~highlights ~~profit~~our ~~increased~~operating toexpenses ~~$248.6~~and ~~million~~operating ~~for~~income ~~the~~as ~~year~~a ~~ended~~percentage ~~June~~of ~~30,~~net ~~2023,~~revenues ~~from~~for ~~$228.8~~the ~~million in~~ fiscal ~~2022,~~years ~~primarily~~ended ~~due~~June to30, ~~higher~~2025, ~~subscription~~2024 and ~~support revenues partially offset by higher professional services fees and increased cloud service costs.~~2023:

Operating Expenses


	Year Ended
	June 30, 2025			June 30, 2024			June 30, 2023
Research and development		19.4	%		19.0	%		16.3	%
Sales and marketing		28.7	%		31.0	%		25.7	%
General and administrative		12.2	%		8.9	%		6.9	%
Acquisition and integration costs		—			—			—
Restructuring and related charges (benefits)		0.1	%		3.3	%		0.2	%
Amortization of intangible assets		0.2	%		0.2	%		0.2	%
Total operating expenses		60.7	%		62.3	%		49.2	%
Operating income (loss)		1.5	%		(5.8	)%		8.3	%

~~The~~Research ~~following table presents operating expenses for the fiscal years ended June 30, 2024, 2023~~ and ~~2022~~Development ~~(in thousands, except percentages):~~Expenses

	Year Ended				Year Ended
	June 30,2024	June 30,2023	$Change	%Change	June 30,2023	June 30, 2022	$Change	%Change
Research and development	$211,931	$214,270	$(2,339)	(1.1)%	$214,270	$190,591	$23,679	12.4 %
Sales and marketing	345,802	336,906	8,896	2.6 %	336,906	294,470	42,436	14.4 %
General and administrative	99,938	89,934	10,004	11.1 %	89,934	68,697	21,237	30.9 %
Acquisition and integration costs	—	390	(390)	(100.0)%	390	7,009	(6,619)	(94.4)%
Restructuring and related charges	36,321	2,860	33,461	1,170.0 %	2,860	1,748	1,112	63.6 %
Amortization of intangible assets	2,041	2,047	(6)	(0.3)%	2,047	3,235	(1,188)	(36.7)%
Total operating expenses	$696,033	$646,407	$49,626	7.7 %	$646,407	$565,750	$80,657	14.3 %

Research and development expenses consist primarily of personnel costs (which includes compensation, benefits and stock-based compensation), consultant fees and engineering expenses related to the design, development, and testing of our products.

~~The~~Research ~~following~~and ~~table~~development ~~highlights~~expenses ~~our~~increased ~~operating~~by ~~expenses~~$9.5 ~~and~~million ~~operating~~or ~~income~~4.5% for the year ended June 30, 2025 as compared to fiscal 2024, primarily due to a ~~percentage~~$10.5 ofmillion ~~net~~increase ~~revenues~~in ~~for~~personnel ~~the~~costs ~~fiscal~~due ~~years~~to ~~ended~~increased ~~June~~compensation 30and benefits costs, ~~2024~~a $2.9 million increase in other costs primarily related to software costs, ~~2023~~professional service fees, non-recurring engineering project costs and ~~2022:~~travel costs and a $2.6 million increase in information technology costs, offset by a $6.5 million decrease in contractor costs.

	Year Ended
	June 30,2024			June 30,2023			June 30, 2022
Research and development		19.0	%		16.3	%		17.1	%
Sales and marketing		31.0	%		25.7	%		26.5	%
General and administrative		8.9	%		6.9	%		6.2	%
Acquisition and integration costs		—			—			0.6	%
Restructuring and related charges		3.3	%		0.2	%		0.2	%
Amortization of intangible assets		0.2	%		0.2	%		0.3	%
Total operating expenses		62.3	%		49.2	%		50.9	%
Operating income (loss)		(5.8	)%		8.3	%		5.8	%

Research and development expenses decreased by $2.3 million or 1.1% for the year ended June 30, 2024 as compared to fiscal 2023, primarily due to a $2.8 million decrease in personnel costs due to lower compensation and benefits costs and a $2.9 million decrease in non-recurring engineering project costs, offset by a $3.4 million increase in contractor costs.

~~Research~~Sales and ~~Development~~Marketing Expenses

~~Research~~Sales and ~~development~~marketing expenses consist ~~primarily~~ of personnel costs (which includes compensation, benefits and stock-based compensation), ~~consultant fees~~ and ~~engineering~~related expenses ~~related~~for topersonnel ~~the~~engaged ~~design,~~in ~~development,~~marketing and ~~testing~~sales offunctions, ~~our~~as ~~products~~well as trade shows and promotional expenses.

~~Research~~Sales and ~~development~~marketing expenses decreased by $218.32 million or 15.13% for the year ended June 30, ~~2024~~2025, as compared to fiscal ~~2023~~2024, primarily due to a $29.8 million decrease in personnel costs due to lower ~~compensation~~head ~~and~~count, ~~benefits~~a $3.1 million decrease in contractor costs and professional fees, a $2.96 million decrease in ~~non-recurring~~information ~~engineering~~technology ~~project~~and facilities costs, ~~offset by~~ a $32.43 million ~~increase~~decrease in ~~contractor~~travel costs, and $0.4 million in other expenses primarily related to lower depreciation expense.

~~Research~~Sales and ~~development~~marketing expenses increased by $238.79 million or 122.426% for the year ended June 30, ~~2023~~2024, as compared to fiscal ~~2022~~2023, primarily due to a $151.45 million increase in personnel costs due to higher ~~compensation~~salaries and benefits costs ~~primarily related to share-based compensation and higher headcount~~, a $37.82 million increase in ~~third-party~~sales ~~software~~promotions ~~licenses~~ and ~~engineering~~marketing ~~project~~related ~~costs~~expenses, and a $21.2 million increase in ~~contractor~~professional ~~and consultant~~ fees, aoffset ~~$1.3~~by ~~million increase in facility and information technology costs and~~ a $21.30 million ~~increase~~decrease in other costs primarily related to contractor costs and travel costs.

~~Sales and Marketing Expenses~~38

~~Sales~~General and ~~marketing~~Administrative expenses consist of personnel costs (which includes compensation, benefits and stock-based compensation) and related expenses for personnel engaged in marketing and sales functions, as well as trade shows and promotional expenses.Expenses

~~Sales~~General and ~~marketing~~administrative expenses ~~increased~~consist ~~by $8.9 million or 2.6% for the year ended June 30, 2024, as compared to fiscal 2023,~~ primarily ~~due~~of ~~to a $1.5 million increase in~~ personnel costs ~~due~~(which toincludes ~~higher~~compensation, ~~salaries~~benefits and ~~benefits~~share-based ~~costs~~compensation), alegal ~~$7.2 million increase in sales promotions~~ and ~~marketing related expenses, and a $1.2 million increase in~~ professional ~~fees~~service ~~offset by a $1.0 million decrease in other~~ costs, ~~primarily~~travel ~~related~~and tofacilities ~~contractor costs~~ and ~~travel~~information technology costs.

General and administrative expenses increased by $39.7 million or 39.7% for the year ended June 30, 2025, as compared to fiscal 2024, primarily due to a $16.3 million increase in system transition costs, a $6.8 million increase in personnel costs due to higher compensation and benefits costs, a $24.2 million increase in expense for legal costs related to litigation matters and a $1.5 million increase in other costs primarily related to third-party licensing fees, information technology and travel costs, partially offset by a $5.2 million decrease in professional service fees and a $4.0 million decrease in depreciation expense.

~~Sales~~General and ~~marketing~~administrative expenses increased by $4210.40 million or 1411.41% for the year ended June 30, ~~2023~~2024, as compared to fiscal ~~2022~~2023, primarily due to a $352.15 million increase in personnel costs due to higher ~~compensation~~salaries and benefits costs, a $3.4 million increase in professional fees primarily related to ~~share-based~~legal ~~compensation~~and litigation matters, a $54.93 million increase in ~~travel~~system ~~expenses~~transition ~~due~~costs, toand ~~loosening~~a of$2.4 ~~COVID~~million increase in third-19party ~~restrictions~~licensing fees, ~~and~~partially offset by a $12.46 million ~~increase~~decrease in other expenses primarily ~~professional~~for ~~fees~~depreciation ~~and sales and marketing activities~~expense.

~~General~~Restructuring and ~~Administrative~~Related ~~Expenses~~Charges

~~General~~During ~~and~~the ~~administrative~~fiscal ~~expenses~~years ~~consist~~ended ~~primarily~~June of30, ~~personnel~~2025, ~~costs~~2024 ~~(which~~and ~~includes compensation~~2023, ~~benefits~~we ~~and~~recorded ~~share-based~~restructuring ~~compensation),~~and ~~legal~~related ~~and~~charges ~~professional~~of ~~service~~$1.5 ~~costs~~million, ~~travel~~$36.3 ~~and~~million ~~facilities~~ and ~~information~~$2.9 ~~technology~~million, ~~costs~~respectively.

~~General~~Fiscal ~~and administrative expenses increased by $10.0 million or 11.1% for the~~ year ended June 30, 2024, as compared to fiscal 2023, primarily due to a $2.5 million increase in personnel costs due to higher salaries and benefits costs, a $3.4 million increase in professional fees primarily related to legal and litigation matters, a $4.3 million increase in system transition costs, and a $2.4 million increase in third-party licensing fees, partially offset by a $2.6 million decrease in other expenses primarily for depreciation expense. 2025

~~General~~During ~~and~~fiscal ~~administrative~~2025, ~~expenses~~the ~~increased~~Company byrecorded $211.25 million orof ~~30.9%~~restructuring ~~for~~charges ~~the~~which ~~year~~were ~~ended June 30, 2023, as compared to fiscal 2022,~~ primarily ~~due~~related to aseverance ~~$10.1 million increase in personnel costs due to higher compensation~~ and benefits costs ~~primarily related to share-based compensation~~ and ~~higher~~professional ~~headcount,~~services afees ~~$6.2~~associated ~~million~~with ~~increase~~the reduction-in-force ~~professional~~actions ~~fees~~related ~~primarily~~to ~~for~~the ~~legal~~“Q2 ~~fees,~~2024 aPlan” ~~$5.1~~and ~~million~~“Q3 ~~increase~~2024 ~~for litigation settlement charges~~Plan”, aeach ~~$0.9~~as ~~million~~described ~~increase~~ in ~~system~~Note ~~transition costs~~14, ~~partially~~Restructuring ~~offset~~and byRelated aCharges, ~~$1.2~~in ~~million~~Notes ~~decrease~~to inthe ~~other~~Consolidated ~~expenses~~Financial ~~primarily~~Statements ~~for~~included ~~travel~~elsewhere ~~and~~in ~~facilities~~this ~~related costs~~Report.

~~Acquisition~~Fiscal ~~and~~year ~~Integration Costs~~2024

~~The~~During fiscal 2024, the Company ~~did~~recorded ~~not~~$36.3 ~~incur~~million ~~any~~of ~~acquisition~~restructuring orcharges ~~integration~~which were primarily related to severance and benefits costs ~~during~~and professional services fees associated with the ~~fiscal~~reduction-in-force ~~year~~actions ~~ended~~related ~~June~~to 30the “Q1 2024 Plan”, “Q2 2024. Plan”, and “Q3 2024 Plan”, each as described in Note 14, Restructuring and Related Charges, in Notes to the Consolidated Financial Statements included elsewhere in this Report.

~~For~~Fiscal fiscal 2023, the Company incurred $0.4 million of acquisition and integration costs which consisted primarily of professional fees and certain compensation charges related to the acquisition of Ipanema in fiscal year ~~2022.~~2023

~~For~~During fiscal ~~2022~~2023, the Company ~~incurred~~recorded $72.09 million of ~~acquisition~~restructuring ~~and~~charges ~~integration costs~~ which ~~consisted~~was primarily comprised of ~~professional~~$2.0 ~~fees~~million ~~for~~of ~~product~~facility ~~integration,~~related ~~system~~charges ~~integration,~~related ~~financial,~~to ~~legal~~our previously impaired facilities and ~~advisory~~$0.9 ~~services~~million ~~related~~in tocharges associated with our restructuring plan initiated in the ~~acquisition~~third quarter of ~~Ipanema~~fiscal 2023 to transform our business and facilities infrastructure.

~~Restructuring~~Amortization ~~and~~of ~~Related~~Intangible ~~Charges~~Assets

~~During~~We recorded $2.0 million of amortization expense for each of the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022,~~2023 wein ~~recorded~~operating ~~restructuring~~expenses ~~and~~primarily for certain intangibles related ~~charges~~to ofprevious ~~$36~~acquisitions.3 ~~million,~~There ~~$2.9~~were ~~million~~no ~~and~~acquisitions ~~$1.7~~or ~~million~~impairments of intangible assets during fiscal years 2025, ~~respectively~~2024 or 2023.

~~Fiscal~~Interest ~~year 2024~~Income

~~During~~Interest ~~fiscal~~income ~~2024~~was $4.3 million, ~~the~~$4.6 ~~Company~~million ~~recorded~~and $~~36.~~3.2 million ofin ~~restructuring~~fiscal ~~charges~~years ~~which~~ended ~~were~~June ~~primarily~~30, ~~related~~2025, to2024 ~~severance~~ and ~~benefits~~2023, ~~costs~~respectively. ~~and~~The ~~professional~~decrease ~~services~~in ~~fees~~interest ~~associated~~income ~~with~~in the ~~reduction-in-force~~fiscal ~~actions~~year ~~related~~ended toJune ~~the~~30, ~~“Q1~~2025 ~~2024~~as ~~Plan”,~~compared ~~“Q2~~to fiscal 2024 ~~Plan”,~~was ~~and~~primarily ~~"Q3~~driven ~~2024~~by ~~Plan",~~lower ~~each~~interest asearned ~~described~~on cash deposits. The increase in ~~Note~~interest ~~15,~~income ~~Restructuring~~in ~~and~~the ~~Related~~fiscal ~~Charges~~year ended June 30, in2024 ~~Notes~~as compared to ~~the~~fiscal ~~Consolidated~~2023 ~~Financial~~was ~~Statements~~primarily ~~included~~driven ~~elsewhere~~by inhigher ~~this~~interest ~~Report~~earned on cash deposits.

~~Fiscal~~Interest ~~year 2023~~Expense

~~During~~We ~~fiscal~~recorded ~~2023~~$15.9 million, ~~the~~$17.0 ~~Company~~million, ~~recorded~~and $217.94 million of ~~restructuring~~interest ~~charges~~expense ~~which~~for ~~was~~fiscal ~~primarily~~years ~~comprised~~ended ofJune $230, 2025, 2024 and 2023, respectively.0 ~~million~~The ofdecrease ~~facility~~in ~~related~~interest ~~charges~~expense ~~related~~in fiscal year ended June 30, 2025 as compared to ~~our~~fiscal ~~previously~~2024 ~~impaired~~was ~~facilities~~primarily ~~and~~driven $0by lower interest rates on lower outstanding balances under the 2023 Credit Agreement.9 ~~million~~The decrease in ~~charges~~interest ~~associated~~expense ~~with~~in ~~our~~fiscal ~~restructuring~~year ~~plan~~ended ~~initiated~~June in30, ~~the~~2024 ~~third~~as ~~quarter~~compared ofto fiscal 2023 towas ~~transform~~primarily ~~our~~driven ~~business~~by ~~and~~lower ~~facilities~~carrying ~~infrastructure~~balances under the 2023 Credit Agreement.

~~Fiscal~~Other ~~year~~Income ~~2022~~(Expense), net

~~During~~We ~~fiscal~~had ~~2022~~other expense, ~~the~~net ~~Company~~of ~~recorded~~ $1.71 million and other income, net of ~~restructuring~~less ~~charges~~than ~~which~~$0.1 ~~was~~million ~~primarily~~and ~~comprised~~$0.1 ofmillion ~~facility~~in ~~related~~fiscal ~~charges~~years ended June 30, 2025, 2024 and 2023, respectively. The ~~facility~~other ~~restructuring~~income ~~charges~~(expense), ~~included~~net ~~some~~for ~~impairment~~fiscal ~~charges~~years ended June 30, 2025, 2024 and ~~additional~~2023 ~~facilities~~was ~~expenses~~primarily ~~related~~due to ~~previously~~foreign ~~impaired~~exchange ~~facilities.~~gains ~~During~~or ~~fiscal~~losses ~~2022,~~from the ~~Company~~revaluation ~~completed~~of ~~the~~certain ~~reduction-in-force~~assets ~~action~~and ~~initiated~~liabilities denominated in ~~the~~foreign ~~third~~currencies ~~quarter~~into ofU.S. ~~fiscal 2020~~Dollars.

~~Amortization of Intangible Assets~~39

~~During~~Provision ~~the fiscal years ended June 30, 2024, 2023 and 2022, we recorded $2.0 million, $2.0 million and $3.2 million, respectively, of amortization expense in operating expenses primarily~~ for ~~certain~~Income intangibles related to the acquisitions of the Ipanema, and Aerohive businesses. There were no acquisitions or impairments of intangible assets during fiscal year 2024. The decrease in amortization expense in fiscal 2023 from fiscal 2022 was primarily due to certain acquired intangibles from previous acquisitions becoming fully amortized.Taxes

~~Interest~~We ~~Income~~are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the impact of (i) GILTI, (ii) the full valuation of our deferred tax assets in the U.S. and certain foreign jurisdictions, (iii) foreign income taxes of our international subsidiaries, and (iv) U.S. state taxes. For the fiscal years ended June 30, 2025, 2024 and 2023, we recorded income tax provisions of $11.7 million, $8.5 million, and $16.0 million respectively.

~~Interest~~For ~~income~~fiscal ~~was~~2025, ~~$4.6~~2024 ~~million~~and 2023, ~~$3.2~~our ~~million~~tax ~~and~~provision ~~$0.4~~is ~~million~~primarily inrelated ~~fiscal~~to ~~years~~(i) ~~ended~~taxes ~~June~~on 30our foreign operations, ~~2024~~including foreign withholding taxes remitted to foreign tax authorities by customers on our behalf, ~~2023~~(ii) ~~and~~US ~~2022~~federal taxes resulting from our US operations, ~~respectively~~(iii) tax expense related to the establishment of a U.S. ~~Interest~~deferred ~~income~~tax ~~increased~~liability ~~across~~for ~~each~~amortizable goodwill resulting from the acquisition of Enterasys Networks, Inc., the ~~periods~~WLAN ~~primarily~~Business, ~~due~~the Campus Fabric Business and the Data Center Business and (iv) state taxes in states where we have exhausted available Net Operating Losses or are subject to ~~higher~~certain ~~interest~~franchise ~~earned~~taxes onqualifying ~~cash~~as ~~deposits~~income tax under the relevant tax accounting guidance.

~~Interest~~For ~~Expense~~a full reconciliation of our effective tax rate to the U.S. federal statutory rate and for further explanation of our provisions for income taxes, see Note 15, Income Taxes, in Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

40Critical Accounting Policies and Estimates

WeOur ~~incurred~~significant ~~$17.0~~accounting ~~million~~policies are more fully described in Note 2, ~~$17.4~~Summary ~~million~~of Significant Accounting Policies, ~~and~~in ~~$12.8~~Notes ~~million~~to ofthe ~~interest~~Consolidated ~~expense~~Financial ~~for~~Statements ~~fiscal~~included ~~years~~in ~~ended~~Item ~~June~~8 ~~30,~~of ~~2024,~~this ~~2023~~Annual ~~and~~Report ~~2022,~~on ~~respectively~~Form 10-K. The ~~decrease~~preparation inof ~~interest~~consolidated ~~expense~~financial statements in ~~fiscal~~accordance ~~year~~with ~~ended~~generally ~~June~~accepted ~~30,~~accounting ~~2024~~principles asrequires ~~compared~~management to ~~fiscal~~make ~~2023~~estimates, ~~was~~assumptions ~~primarily~~and ~~driven~~judgments bythat ~~lower~~affect ~~carrying~~the ~~balances~~reported ~~under~~amounts of assets and liabilities and the ~~2023~~disclosure ~~Credit~~of ~~Agreement.~~contingent ~~The~~assets ~~increase~~and inliabilities ~~interest~~at ~~expense~~the indate ~~fiscal~~of ~~year~~the ~~ended~~consolidated ~~June~~financial 30statements, ~~2023~~and asthe ~~compared~~reported toamounts ~~fiscal~~of ~~2022~~revenue ~~was~~and ~~primarily~~expenses ~~driven~~during bythe ~~higher~~period ~~average~~reported. ~~rates~~By ~~under~~their ~~our~~nature, ~~Credit~~these ~~Agreements~~estimates, assumptions and ~~write-off~~judgments ofare ~~the~~subject ~~unamortized~~to ~~deferred~~an ~~financing~~inherent ~~costs~~degree ~~related~~of touncertainty. We base our ~~2019~~estimates, ~~Credit~~assumptions ~~Agreement~~and judgments on historical experience, asmarket wetrends ~~amended~~and other factors that are believed to be reasonable under the ~~2019~~circumstances. ~~Credit~~Estimates, ~~Agreement~~assumptions and ~~entered~~judgments ~~into~~are reviewed on an ongoing basis and the ~~2023~~effects ~~Credit~~of ~~Agreement~~revisions ~~during~~are ~~June~~reflected ~~2023~~in the consolidated financial statements in the period they are determined to be necessary. ~~For~~Actual aresults ~~discussion~~may ofdiffer ~~our~~from ~~credit~~these ~~agreements~~estimates under different assumptions or conditions. We believe the critical accounting policies stated below, ~~see~~among others, affect our more significant judgments and estimates used in the ~~section~~preparation ~~titled~~of ~~"Liquidity~~our consolidated financial statements. Historically, our assumptions, judgments and ~~Capital~~estimates ~~Resources"~~relative ~~below~~to our critical accounting policies have not differed materially from actual results.

~~Other~~Revenue ~~Income, net~~Recognition

We ~~had~~derive ~~other~~the ~~income,~~majority ~~net~~of our revenue from sales of ~~less~~our ~~than~~networking ~~$0.1~~equipment, ~~million~~with the remaining revenues generated from sales of subscription and support, ~~$0.1~~which ~~million~~primarily includes software subscriptions delivered as software as a service (“SaaS”) and additional revenues from maintenance contracts, professional services and $0training for the products we offer.4 ~~million~~We insell ~~fiscal~~our ~~years~~products ~~ended~~and ~~June~~SaaS ~~30,~~and ~~2024,~~maintenance ~~2023~~contracts direct to customers and ~~2022~~to partners in two distribution channels, ~~respectively~~or tiers. The ~~other~~first ~~income,~~tier ~~net~~consists ~~for~~of ~~fiscal~~a ~~years~~limited ~~ended~~number ~~June~~of ~~30,~~independent ~~2024,~~distributors ~~2023~~that ~~and~~stock ~~2022~~our ~~was~~products ~~primarily~~and ~~due~~sell primarily to ~~foreign~~resellers. ~~exchange~~The ~~gains~~second ~~from~~tier of the ~~revaluation~~distribution channel consists of ~~certain~~non-stocking ~~assets~~distributors and ~~liabilities~~value-added ~~denominated~~resellers inthat ~~foreign~~sell ~~currencies~~primarily ~~into~~to Uend-users.S. ~~Dollars.~~Products and services may be sold separately or in bundled packages.

~~Provision~~We ~~for~~consider ~~Income~~customer ~~Taxes~~purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, we consider the promise to transfer products and services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, we evaluate whether the price is subject to refund or adjustment to determine the net consideration to which we expect to be entitled.

We ~~are~~generally ~~subject~~do tonot ~~income~~grant ~~taxes~~return inprivileges ~~the United States~~ and ~~numerous~~pricing ~~foreign~~credits ~~jurisdictions. Our effective tax rate differs from the U.S. federal statutory rate of 21% primarily due~~ to ~~the~~our ~~impact~~value-added ~~of (i) GILTI~~resellers, ~~(ii)~~non-stocking ~~the~~distributors ~~full~~and ~~valuation~~end-user ofcustomers, ~~our~~except ~~deferred~~for ~~tax~~defective ~~assets~~products induring the Uwarranty period.S. ~~and~~We ~~certain~~may ~~foreign~~provide ~~jurisdictions,~~sales ~~(iii)~~incentives ~~foreign~~and ~~income~~other ~~taxes~~programs ofto ~~our~~these ~~international~~customers ~~subsidiaries,~~which ~~and~~are ~~(iv)~~considered ~~U.S.~~to ~~state~~be ~~taxes.~~a ~~For~~form ~~the~~of ~~fiscal~~variable ~~years~~consideration ~~ended June 30, 2024, 2023~~ and ~~2022,~~ we ~~recorded~~maintain ~~income~~estimated ~~tax~~accruals ~~provisions~~and ofallowances ~~$8.5~~using ~~million,~~the ~~$16.0~~historical ~~million, and $7~~actuals.~~9 million respectively.~~

~~For~~Our ~~fiscal~~stocking ~~2024,~~distributors ~~2023~~are ~~and~~allowed ~~2022,~~certain ~~our~~price ~~tax~~adjustments ~~provision~~in isthe ~~primarily~~form ~~related~~of torebates ~~(i)~~and ~~taxes~~limited onstock ~~our~~rotation ~~foreign~~rights. ~~operations,~~In ~~including~~determining ~~foreign~~the ~~withholding~~transaction ~~taxes remitted to foreign tax authorities by customers on our behalf~~price, ~~(ii)~~we ~~tax~~consider ~~expense~~these ~~related~~rebates to ~~the~~be ~~establishment~~variable ofconsideration awhich ~~U.S.~~are ~~deferred~~estimated ~~tax~~based ~~liability~~on ~~for~~an ~~amortizable~~analysis ~~goodwill resulting from the acquisition~~ of ~~Enterasys~~historical ~~Networks,~~claims ~~Inc.,~~at the ~~WLAN~~distributor ~~Business,~~level. ~~the~~Stock ~~Campus~~rotation ~~Fabric~~rights ~~Business~~grant ~~and~~ the ~~Data~~distributor ~~Center~~the ~~Business~~ability ~~and (iii) state taxes in states where we have exhausted available Net Operating Losses or are subject~~ to return certain ~~franchise~~specified ~~taxes~~amounts ~~qualifying~~of ~~as income tax under the relevant tax accounting guidance~~inventory. InStock ~~addition,~~rotations ~~our~~are ~~tax~~an ~~provision~~additional ~~for~~form ~~the~~of ~~fiscal~~variable ~~year~~consideration ~~ended~~and ~~June~~are ~~30,~~estimated ~~2024~~based ~~included~~on ~~$1.3~~an ~~million~~analysis of ~~U.S.~~historical ~~federal~~return ~~tax~~rates.

For a full reconciliation of our effective tax rate to the U.S. federal statutory rate and for further explanation of our provisions for income taxes, see Note 16, Income Taxes, in Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.40

~~Critical~~A ~~Accounting~~contract’s ~~Policies~~transaction price is allocated to each distinct performance obligation and ~~Estimates~~recognized as revenue when, or as, the performance obligation is satisfied. Certain of our 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, we allocate the contract’s transaction price to each performance obligation based on our relative standalone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using other observable inputs.

Our ~~significant~~performance ~~accounting~~obligations ~~policies~~ are ~~more~~satisfied ~~fully~~at ~~described~~a inpoint ~~Note 2, Summary of Significant Accounting Policies,~~ in ~~Notes~~time toor ~~the~~over ~~Consolidated~~time ~~Financial~~as Statements included in Item 8 of this Annual Report on Form 10-K. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates, assumptions and judgments that affect the ~~reported~~customer ~~amounts~~receives ~~of assets~~ and ~~liabilities~~consumes ~~and~~ the ~~disclosure~~benefits ~~of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period reported~~provided. BySubstantially ~~their~~all ~~nature, these estimates, assumptions and judgments are subject to an inherent degree~~ of ~~uncertainty. We base~~ our ~~estimates,~~product ~~assumptions~~sales ~~and~~revenues ~~judgments on historical experience, market trends and other factors that~~ are ~~believed~~recognized toat bea ~~reasonable~~point ~~under~~in ~~the~~time ~~circumstances. Estimates, assumptions~~ and ~~judgments~~our ~~are~~subscription ~~reviewed on an ongoing basis~~ and ~~the~~support ~~effects~~revenues ~~of revisions~~ are ~~reflected~~recognized inover ~~the consolidated financial statements in the period they are determined to be necessary~~time. ~~Actual~~For ~~results~~revenues ~~may~~recognized ~~differ~~over ~~from these estimates under different assumptions or conditions. We believe the critical accounting policies stated below~~time, ~~among~~we ~~others,~~use ~~affect~~an ~~our~~input ~~more significant judgments and estimates used in the preparation of our consolidated financial statements. Historically~~measure, ~~our~~days ~~assumptions~~elapsed, ~~judgments and estimates relative~~ to ~~our~~measure ~~critical accounting policies have not differed materially from actual results~~progress.

~~Revenue~~See ~~Recognition~~Note 3, Revenues, in Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information.

WeBusiness derive the majority of our revenue from sales of our networking equipment, with the remaining revenue generated from software delivered as a service (“SaaS”) and support fees relating to maintenance contracts, professional services, and training for our products. We sell our products and maintenance contracts direct to customers and to partners in two distribution channels, or tiers. The first tier consists of a limited number of independent distributors that stock our products and sell primarily to resellers. The second tier of the distribution channel consists of non-stocking distributors and value-added resellers that sell directly to end-users. Products and services may be sold separately or in bundled packages.Combinations

We ~~consider~~apply ~~customer~~the ~~purchase~~acquisition ~~orders~~method of accounting for business combinations. Under this method of accounting, ~~which~~all intangible ~~some~~and ~~cases~~intangible assets acquired and liabilities assumed are ~~governed~~recorded byat ~~master~~their ~~sales~~respective ~~agreements,~~fair tovalues beat the ~~contracts~~acquisition date. 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 arespect ~~customer.~~to ~~For~~expected ~~each~~future ~~contract~~cash inflows and outflows, wediscount ~~consider~~rates, intangibles and other asset lives, among other items. Fair value is defined as the ~~promise~~price that would be received to sell an asset or paid to transfer ~~products~~a ~~and~~liability ~~services,~~in ~~each~~an oforderly ~~which~~transaction between market participants at the measurement date (an exit price). Market participants are ~~distinct,~~assumed to be buyers and sellers in the ~~identified~~principal ~~performance~~(most ~~obligations~~advantageous) market for the asset or liability. InAdditionally, ~~determining~~fair value measurements for an asset assume the ~~transaction~~highest ~~price~~and best use of that asset by market participants. As a result, we ~~evaluate~~may ~~whether~~have been required to value the ~~price~~acquired isassets ~~subject~~at tofair ~~refund~~value ormeasures ~~adjustment~~that todo ~~determine~~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 ~~consideration~~assets toacquired ~~which~~is recognized as goodwill. Although we ~~expect~~believe tothe assumptions and estimates we have made are reasonable and appropriate, they are based in part on historical experience and information that may be ~~entitled~~obtained from the management of the acquired company and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

WeInventory ~~generally~~Valuation ~~do not grant return privileges~~ and ~~pricing~~Purchase credits to our value-added resellers, non-stocking distributors and end-user customers, except for defective products during the warranty period. We may provide sales incentives and other programs to these customers which are considered to be a form of variable consideration and we maintain estimated accruals and allowances using the historical actuals. Commitments

41We write down inventory and record purchase commitment liabilities for estimated excess and obsolete inventory equal to the difference between the cost of inventory and the estimated market value based upon the forecast of future product demand, product transition cycles, and market conditions. Any significant unanticipated changes in demand or technological development could have a significant impact on the value of our inventory and purchase commitments and our reported results. If actual market conditions are less favorable than those projected, additional inventory write-downs, purchase commitment liabilities, and charges against earnings may be required.

~~Our~~New ~~stocking~~Accounting distributors are allowed certain price adjustments in the form of rebates and limited stock rotation rights. In determining the transaction price, we consider these rebates to be variable consideration which are estimated based on an analysis of historical claims at the distributor level. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotations are an additional form of variable consideration and are estimated based on an analysis of historical return rates.Pronouncements

ASee ~~contract’s~~Note ~~transaction price is allocated to each distinct performance obligation and recognized as revenue when~~2, orSummary ~~as, the performance obligation is satisfied. Certain~~ of ~~our~~Significant ~~contracts~~Accounting ~~have multiple performance obligations~~Policies, asin ~~the~~Notes ~~promise~~ to ~~transfer~~the ~~individual~~Consolidated ~~goods~~Financial orStatements ~~services~~included isin ~~separately~~Item ~~identifiable~~8 ~~from~~of ~~other~~this ~~promises~~Annual inReport ~~the~~on ~~contracts~~Form ~~and,~~10-K ~~therefore,~~for isa ~~distinct.~~full ~~For~~description ~~contracts~~of ~~with~~new ~~multiple~~accounting ~~performance obligations~~pronouncements, weincluding ~~allocate~~ the ~~contract’s~~respective ~~transaction~~expected ~~price~~dates toof ~~each~~adoption ~~performance~~and ~~obligation~~effects ~~based~~ on ~~our~~results ~~relative~~of ~~standalone~~operations ~~selling~~and ~~price.~~financial ~~The stand-alone selling prices are determined based on the prices at which we separately sell these products~~condition. ~~For items that are not sold separately, we estimate the stand-alone selling prices using other observable inputs.~~

~~Our~~Liquidity ~~performance obligations are satisfied at a point in time or over time as the customer receives~~ and ~~consumes~~Capital the benefits provided. Substantially all of our product sales revenues are recognized at a point in time and our subscription and support revenues are recognized over time. For revenues recognized over time, we use an input measure, days elapsed, to measure progress.Resources

~~See~~The ~~Note~~following 3,summarizes ~~Revenues,~~information inregarding ~~Notes~~our tocash ~~Consolidated~~and ~~Financial~~cash ~~Statements~~equivalents ~~included~~ (in ~~Item 8 of this Annual Report on Form 10-K for additional information.~~thousands):

Business Combinations


	June 30, 2025		June 30, 2024
Cash and cash equivalents	$	231,745	$	156,699

WeAs ~~apply the acquisition method~~ of ~~accounting~~June ~~for~~30, ~~business~~2025, ~~combinations.~~our ~~Under~~principal ~~this~~sources ~~method~~ of ~~accounting,~~liquidity ~~all~~consisted ~~tangible~~of ~~and~~cash ~~intangible assets acquired~~ and ~~liabilities~~cash ~~assumed~~equivalents ~~are~~of ~~recorded at their respective fair values at the acquisition date~~$231.7 ~~Determining~~million, ~~the~~accounts ~~fair~~receivable, ~~value~~net of ~~assets~~$126.7 ~~acquired~~million and ~~liabilities~~available ~~assumed~~borrowings ~~requires~~under ~~management’s~~our ~~judgment~~five-year ~~and~~2023 ~~often~~Revolving ~~involves~~Facility ~~the~~(as ~~use~~defined below) of ~~significant~~$135.8 ~~estimates~~million. ~~and~~We ~~assumptions,~~anticipate ~~including~~our ~~assumptions~~principal ~~with~~uses ~~respect~~of ~~to expected future~~ cash ~~inflows~~ and ~~outflows,~~cash ~~discount~~equivalents ~~rates,~~for ~~intangibles~~fiscal ~~and~~2026 ~~other~~will ~~asset lives, among other items. Fair value is defined as the price that would~~ be ~~received~~purchases toof ~~sell~~finished angoods ~~asset~~inventory orfrom ~~paid~~our tocontract ~~transfer~~manufacturers, apayroll, ~~liability~~share inrepurchases, anpayments ~~orderly~~under ~~transaction~~debt ~~between~~obligations ~~market~~and ~~participants~~related atinterest, ~~the~~payments ~~measurement~~under ~~date~~lease ~~(an~~obligations, ~~exit~~payments ~~price).~~for ~~Market~~litigation ~~participants~~settlement, ~~are~~purchases ~~assumed~~of toproperty beand ~~buyers~~equipment and ~~sellers~~other inoperating ~~the~~expenses ~~principal~~related ~~(most~~to ~~advantageous) market for~~ the ~~asset~~development ~~or liability. Additionally, fair value measurements for an asset assume the highest~~ and ~~best~~marketing ~~use~~ of ~~that~~our ~~asset by market participants~~products. AsWe abelieve ~~result, we may have been required to value the acquired assets at fair value measures~~ that doour ~~not~~existing ~~reflect~~cash ~~its~~and ~~intended~~cash ~~use~~equivalents, ofcash ~~those~~flows ~~assets.~~from ~~Use~~operations, ~~of different estimates~~ and ~~judgments~~the ~~could~~availability ~~yield different results. Any excess~~ of ~~the~~borrowings ~~purchase~~from ~~price over~~ the ~~fair~~2023 ~~value~~Revolving ofFacility ~~the~~will ~~net~~be ~~assets~~sufficient ~~acquired~~to isfund ~~recognized~~our asplanned ~~goodwill.~~operations ~~Although~~for weat ~~believe~~least the ~~assumptions~~next ~~and~~12 ~~estimates~~months. weWe ~~have made~~ are ~~reasonable~~not ~~and~~currently ~~appropriate,~~aware ~~they~~of ~~are~~any ~~based~~material incash ~~part~~requirements onbeyond ~~historical experience and information that may be obtained from~~ the ~~management~~next of12 ~~the~~months ~~acquired~~other ~~company~~than ~~and~~those ~~are~~described ~~inherently~~above ~~uncertain.~~for ~~Unanticipated~~fiscal ~~events~~2025 and ~~circumstances~~our ~~may~~known ~~occur~~contractual ~~that~~obligations. ~~may~~See ~~affect~~ the ~~accuracy~~section ortitled ~~validity~~“Contractual ofObligations” ~~such assumptions, estimates or actual results~~below.

~~Inventory Valuation and Purchase Commitments~~41

WeOn ~~write~~February ~~down~~18, ~~inventory~~2025, ~~and~~we ~~record~~announced ~~purchase~~that ~~commitment~~our ~~liabilities~~Board ~~for~~had ~~estimated~~authorized ~~excess~~management ~~and~~to ~~obsolete~~repurchase ~~inventory~~up ~~equal~~ to ~~the~~$200.0 ~~difference~~million ~~between~~shares of the ~~cost~~Company's ofcommon ~~inventory~~stock ~~and~~over ~~the~~a ~~estimated~~three-year ~~market~~period, ~~value~~commencing ~~based~~July ~~upon~~1, 2025 (the ~~forecast~~“2025 Repurchase Program”). As of ~~future~~June ~~product~~30, ~~demand~~2025, ~~product~~the ~~transition~~2022 ~~cycles~~Repurchase Program expired. Under these repurchase programs, ~~and~~purchases ~~market~~may ~~conditions.~~be ~~Any~~made ~~significant~~from ~~unanticipated~~time ~~changes~~to time in ~~demand~~the oropen ~~technological~~market ~~development~~or ~~could~~pursuant ~~have~~to a ~~significant~~10b5-1 ~~impact~~plan. The manner, timing and amount of any future purchases will be determined by our management based on their evaluation of market conditions, stock price, Extreme’s ongoing determination that it is the ~~value~~best use of available cash and other factors. The 2025 Repurchase Program does not obligate us to acquire any shares of our ~~inventory~~common stock, and ~~purchase~~they ~~commitments~~may be suspended or terminated at any time without prior notice and ~~our~~will ~~reported~~be ~~results~~subject to regulatory considerations. IfDuring ~~actual~~the year ended June 30, 2025, we repurchased a total of approximately 2.4 million shares of our common stock on the open market ~~conditions~~at ~~are~~a ~~less~~total ~~favorable~~cost ~~than~~of ~~those~~$38.0 ~~projected,~~million ~~additional~~with ~~inventory~~an ~~write-downs,~~average ~~purchase~~price ~~commitment~~of ~~liabilities,~~$15.89 ~~and~~per ~~charges~~share ~~against~~under ~~earnings~~the ~~may~~2022 beRepurchase ~~required~~Program.

~~New~~On ~~Accounting~~August ~~Pronouncements~~9, 2019, we entered into an Amended and Restated Credit Agreement (the “2019 Credit Agreement”), by and among Extreme, 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.

~~See~~On ~~Note~~June 222, ~~Summary~~2023, we entered into the Second Amended and Restated Credit Agreement (the “2023 Credit Agreement) by and among Extreme, as borrower, BMO Harris Bank, N.A., as an issuing lender and swingline lender, Bank of ~~Significant~~America ~~Accounting~~N.A., ~~Policies~~JPMorgan Chase Bank, inN.A., ~~Notes~~PNC toBank, National Association and Wells Fargo Bank, National Association as issuing lenders, the ~~Consolidated~~financial ~~Financial~~institutions ~~Statements~~or ~~included~~entities inparty ~~Item~~thereto 8as lenders, and Bank of ~~this~~Montreal, ~~Annual~~as ~~Report~~administrative onagent ~~Form~~and ~~10-K~~collateral agent, which amended and restated the 2019 Credit Agreement. The 2023 Credit Agreement provides for i) a ~~full~~$200.0 ~~description~~million offirst ~~new~~lien ~~accounting~~term ~~pronouncements~~loan facility in an aggregate principal amount (the “Term Facility”), ~~including~~ii) a $150.0 million five-year revolving credit facility (the ~~respective~~“Revolving ~~expected~~Facility”) ~~dates~~and, iii) an uncommitted additional incremental loan facility in the principal amount of ~~adoption~~up ~~and~~to ~~effects~~$100.0 onmillion ~~results~~plus an unlimited amount that is subject to pro forma compliance with a specified Consolidated Leverage Ratio tests. We may use proceeds of ~~operations~~the loans for working capital and ~~financial~~general ~~condition~~corporate purposes.

~~Liquidity~~At our election, the initial term loan (the “Initial Term Loan”) under the 2023 Credit Agreement may be made as either a base rate loan or a Secured Overnight Financing Data Rate (“SOFR loan”). The applicable margin for base rate loans ranges from 1.00% to 1.75% per annum, and ~~Capital~~the ~~Resources~~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 also agrees to pay other closing fees, arrangement fees, and administration fees.

The ~~following~~2023 ~~summarizes~~Credit ~~information~~Agreement ~~regarding~~requires ~~our~~the ~~cash~~Company to maintain certain minimum financial ratios at the end of each fiscal quarter. The 2023 Credit Agreement also includes covenants and ~~cash~~restrictions ~~equivalents~~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 ~~thousands):~~acceleration of the outstanding balance.

		June 30,2024				June 30,2023
Cash and cash equivalents		$	156,699			$	234,826

On August 14, 2024, we entered into an Amendment Number One to the 2023 Credit Agreement the (the 2023 Credit Agreement as amended by that certain Amendment Number One, the “Amended Credit Agreement”). Under the Amended Credit Agreement, we modified the definition of the consolidated EBITDA for the purposes of evaluating compliance with financial covenants under the Amended Credit Agreement. The amended definition of consolidated EBITDA modifies the amount and type of add-backs that are allowable to better align with our operations and activities.

As of ~~June~~the ~~30,~~year ~~2024,~~ended ~~our~~June ~~principal sources of liquidity consisted of cash and cash equivalents of $156.7 million~~30, accounts receivable, net of $89.5 million and available borrowings under our five-year 2023 Revolving Facility (as defined below) of $135.8 million. We anticipate our principal uses of cash and cash equivalents for fiscal 2025 ~~will be purchases of finished goods inventory from our contract manufacturers~~, ~~payroll,~~the ~~share~~Company ~~repurchases,~~was ~~payments~~in ~~under~~compliance ~~debt~~with ~~obligations and related interest, payments under lease obligations, purchases of property and equipment and other operating expenses related to~~ the ~~development~~modified ~~and~~terms ~~marketing of our products. We believe that our existing cash~~ and ~~cash~~financial ~~equivalents,~~covenants ~~cash~~under ~~flows from operations, and~~ the ~~availability~~Amended ofCredit ~~borrowings from the 2023 Revolving Facility will be sufficient to fund our planned operations for at least the next 12 months~~Agreement. ~~We are not currently aware~~

42Key Components of Cash Flows and Liquidity

ofA ~~any~~summary ~~material~~of ~~cash~~the ~~requirements~~sources ~~beyond~~and ~~the~~uses ~~next~~of 12cash ~~months~~and ~~other~~cash ~~than~~equivalents ~~those~~is ~~described~~as ~~above~~follows for the fiscal ~~2024~~years ~~and~~ended ~~our~~June ~~known~~30, ~~contractual~~2025, ~~obligations.~~2024 ~~See~~and ~~the~~2023 ~~section~~(in ~~titled “Contractual Obligations” below.~~ thousands):

On May 18, 2022, our Board of Directors authorized a share repurchase program with authorization to repurchase up to $200.0 million of our common stock over a three-year period beginning in our fiscal year commencing July 1, 2022. A maximum of $25.0 million may be repurchased in any quarter. On November 17, 2022, the Board increased the authorization to repurchase in any quarter from $25.0 million per quarter to $50.0 million per quarter. The current repurchase authorization supersedes and replaces any previously authorized repurchase programs. Purchases may be made from time to time in the open market or pursuant to a 10b5-1 plan. The manner, timing and amount of any future purchases will be determined by our management based on their evaluation of market conditions, stock price, Extreme’s ongoing determination that it is the best use of available cash and other factors. The repurchase program does not obligate Extreme to acquire any shares of its common stock, may be suspended or terminated at any time without prior notice and will be subject to regulatory considerations. During the year ended June 30, 2024, we repurchased a total of 2,365,220 shares of common stock on the open market at a total cost of $49.9 million with an average price of $21.08 per share. As of June 30, 2024, we have $50.3 million available under our share repurchase program.


	Year Ended
	June 30, 2025			June 30, 2024			June 30, 2023
Net cash provided by operating activities	$	152,031		$	55,486		$	249,212
Net cash used in investing activities		(24,713	)		(18,121	)		(13,800	)
Net cash used in financing activities		(52,586	)		(114,978	)		(194,783	)
Foreign currency effect on cash and cash equivalents		314			(514	)		(325	)
Net increase (decrease) in cash and cash equivalents	$	75,046		$	(78,127	)	$	40,304

OnCash ~~August 9, 2019, we entered into an Amended~~ and ~~Restated~~cash ~~Credit~~equivalents ~~Agreement~~were ~~(the “2019 Credit Agreement”), by and among Extreme, as borrower, several banks and other financial institutions as Lenders, BMO Capital Markets Corp~~$231.,7 asmillion anat ~~issuing~~June ~~lender and swingline lender~~30, ~~Silicon Valley Bank~~2025, asrepresenting ana ~~Issuing~~increase ~~Lender, and Bank~~ of ~~Montreal, as administrative agent and collateral agent for the Lenders~~$75.0 Onmillion ~~June~~from ~~22, 2023, we entered into the Second Amended and Restated Credit Agreement (the “2023 Credit Agreement) by and among Extreme, as borrower, BMO Harris Bank, N~~$156.~~A.,~~7 asmillion anat ~~issuing~~June ~~lender and swingline lender~~30, ~~BOFA Securities, Inc~~2024.., ~~JPMorgan~~This ~~Chase~~increase ~~Bank,~~was ~~N.A.,~~primarily ~~PNC~~due ~~Capital~~to ~~Markets~~cash ~~LLC~~provided ~~and~~by ~~Wells~~operating ~~Fargo~~activities ~~Securities, LLC, 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 2019 Credit Agreement. The 2023 Credit Agreement provides for i) a~~ $~~200~~152.0 million ~~first lien term loan facility in an aggregate principal amount (the “Term Facility”)~~, ~~ii)~~offset aby ~~$150.0~~cash ~~million~~used ~~five-year revolving credit facility (the “Revolving Facility”) and, iii) an uncommitted additional incremental loan facility~~ in ~~the~~financing ~~principal~~activities ~~amount~~ of ~~up to~~ $~~100~~52.06 million ~~plus~~mainly anas ~~unlimited amount that is subject to pro forma compliance with~~ a ~~specified~~result ~~Consolidated~~of ~~Leverage~~payments ~~Ratio~~for ~~tests.~~borrowings Weunder ~~may use proceeds of~~ the ~~loans~~Amended ~~for~~Credit ~~working~~Agreement ~~capital~~ and ~~general~~share ~~corporate~~repurchases ~~purposes.~~as Onwell ~~June~~as ~~22,~~cash ~~2023,~~used ~~the~~in ~~Company~~investing ~~borrowed~~activities ~~$25.0~~of ~~million against its~~ $~~150~~24.07 million ~~revolving~~primarily ~~credit,~~for ~~which was subsequently paid off on July 7, 2023. During~~ the ~~quarter~~purchase ~~ended~~of ~~June~~property ~~30, 2024, the Company borrowed~~ and ~~subsequently repaid $30~~equipment.~~0 million against its $150.0 million revolving credit facility.~~

At the Company’s election, the initial term loan (the “Initial Term Loan”) under the 2023 Credit Agreement may be made as either a base rate loan or a Secured Overnight Financing Data 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 also agrees to pay other closing fees, arrangement fees, and administration fees.42

~~The~~Cash ~~2023~~and ~~Credit~~cash ~~Agreement~~equivalents ~~requires~~were ~~the~~$156.7 ~~Company~~million toat ~~maintain~~June ~~certain~~30, ~~minimum~~2024, ~~financial~~representing ~~ratios~~a atdecrease ~~the end~~ of ~~each~~$78.1 ~~fiscal~~million ~~quarter~~from $234.8 ~~The~~million at June 30, 2023. ~~Credit~~This ~~Agreement~~decrease ~~also~~was ~~includes~~primarily ~~covenants~~due ~~and~~to ~~restrictions~~cash ~~that~~used ~~limit,~~in ~~among~~financing ~~other~~activities ~~things,~~of ~~the~~$115.0 ~~Company’s~~million ~~ability~~mainly toas ~~incur~~a ~~additional~~result ~~indebtedness,~~of ~~create~~payments ~~liens~~for ~~upon~~borrowings ~~any~~under ofthe ~~its~~2023 ~~property,~~Credit ~~merge,~~Agreement ~~consolidate~~and orshare ~~sell~~repurchases ~~all~~as orwell ~~substantially~~as ~~all~~cash ofused ~~its~~in ~~assets.~~investing ~~The~~activities ~~2023~~of ~~Credit~~$18.1 ~~Agreement~~million ~~also~~primarily ~~includes~~for ~~customary~~the ~~events~~purchase of ~~default~~property and equipment, which ~~may~~is ~~result~~offset inby ~~acceleration~~cash ofprovided ~~the~~by ~~outstanding~~operating ~~balance~~activities of $55.5 million.

~~Key~~Net ~~Components of~~ Cash ~~Flows~~Provided ~~and~~by ~~Liquidity~~Operating Activities

ACash ~~summary~~provided ofby operating activities during the ~~sources~~fiscal ~~and~~year ~~uses~~ended ofJune 30, 2025 was $152.0 million. Factors contributing to cash provided by operating activities were the net loss of $7.5 million and non-cash ~~equivalents~~expenses isof $118.1 million for items such as ~~follows~~amortization of intangible assets, stock-based compensation, depreciation, reduction in carrying amount of right-of-use assets, provision for excess and obsolete inventory and interest. Other sources of cash for the ~~fiscal~~period ~~years~~included ~~ended~~a ~~June~~decrease 30in inventories and increases in accounts payable, ~~2024~~accrued compensation and benefits, ~~2023~~deferred revenue and ~~2022~~other (accrued liabilities. This was partially offset by increases in ~~thousands):~~net accounts receivable and prepaid expenses and other assets, and a decrease in operating lease liabilities.

	Year Ended
	June 30,2024			June 30,2023			June 30, 2022
Net cash provided by operating activities	$	55,486		$	249,212		$	128,177
Net cash used in investing activities		(18,121	)		(13,800	)		(84,950	)
Net cash used in financing activities		(114,978	)		(194,783	)		(94,663	)
Foreign currency effect on cash and cash equivalents		(514	)		(325	)		(936	)
Net increase (decrease) in cash and cash equivalents	$	(78,127	)	$	40,304		$	(52,372	)

Cash provided by operating activities during the fiscal year ended June 30, 2024 was $55.5 million. Factors contributing to cash provided by operating activities were the net loss of $86.0 million and non-cash expenses of $187.6 million for items such as amortization of intangible assets, stock-based compensation, depreciation, reduction in carrying amount of right-of-use assets, deferred income taxes, provision for excess and obsolete inventory and interest. Other sources of cash for the period included a decrease in account receivable and increases in deferred revenue and other current liabilities. These amounts were partially offset by increases in inventories and prepaid expenses and other assets and decreases in accounts payable, accrued compensation and benefits, and operating lease liabilities.

Cash ~~and~~provided ~~cash~~by ~~equivalents~~operating ~~were~~activities ~~$156.7~~during ~~million~~the atfiscal year ended June 30, ~~2024,~~2023 ~~representing~~was a$249.2 ~~decrease~~million. Factors contributing to cash provided by operating activities were net income of $78.1 million, ~~from~~non-cash expenses of $~~234~~104.86 million atfor ~~June~~items ~~30,~~such ~~2023.~~as ~~This~~amortization ~~decrease~~of ~~was~~intangible ~~primarily~~assets, ~~due~~stock-based tocompensation, ~~cash~~depreciation, ~~used~~reduction in ~~financing~~carrying ~~activities~~amount of ~~$115.0~~right-of-use ~~million~~assets, ~~mainly~~deferred asincome ataxes, ~~result~~provision offor ~~payments~~excess ~~for~~and ~~borrowings~~obsolete ~~under~~inventory ~~the~~and ~~2023~~interest. ~~Credit~~Other ~~Agreement~~sources ~~and~~of ~~share~~cash ~~repurchases~~for asthe ~~well~~period asincluded ~~cash~~decrease ~~used~~in account receivable and increases in ~~investing~~accounts ~~activities~~payable, ofaccrued ~~$18~~compensation and deferred revenue.1 ~~million~~These ~~primarily~~amounts ~~for~~were ~~the~~partially ~~purchase~~offset ofby ~~property~~increases in inventories and ~~equipment,~~prepaid ~~which~~expenses isand ~~offset~~other byassets ~~cash~~and ~~provided~~decreases byin operating ~~activities~~lease ~~of $55~~liabilities.~~5 million.~~

Net Cash ~~and~~Used cash equivalents were $234.8 million at June 30, 2023, representing an increase of $40.3 million from $194.5 million at June 30, 2022. This increase was primarily due to cash provided by operating activities of $249.2 million, which is offset by cash used in ~~financing~~Investing activities of $194.8 million mainly as a result of payments on the 2019 Initial Term Loan and share repurchases and cash used in investing activities of $13.8 million primarily for the purchase of property and equipment.Activities

43Cash used in investing activities during the fiscal year ended June 30, 2025 was $24.7 million for the purchases of property and equipment.

~~Net~~ Cash ~~Provided~~used byin ~~Operating~~investing ~~Activities~~activities during the fiscal year ended June 30, 2024 was $18.1 million for the purchases of property and equipment.

Cash ~~provided~~used byin ~~operating~~investing activities during the fiscal year ended June 30, ~~2024~~2023 was $5513.58 million. ~~Factors~~for ~~contributing to cash provided by operating activities were~~ the ~~net~~purchases ~~loss~~ of ~~$86.0~~property million, non-cash expenses of $187.6 million for items such as amortization of intangible assets, stock-based compensation, depreciation, reduction in carrying amount of right-of-use assets, deferred income taxes, provision for excess and ~~obsolete inventory and interest~~equipment. Other sources of cash for the period included a decrease in account receivable and increases in deferred revenue and other current liabilities. These amounts were partially offset by increases in inventories and prepaid expenses and other assets and decreases in accounts payable, accrued compensation and benefits, and operating lease liabilities.

Net Cash ~~provided~~Used by operating activities during the fiscal year ended June 30, 2023 was $249.2 million. Factors contributing to cash provided by operating activities were net income of $78.1 million, non-cash expenses of $104.6 million for items such as amortization of intangible assets, stock-based compensation, depreciation, reduction in ~~carrying~~Financing amount of right-of-use assets, deferred income taxes, provision for excess and obsolete inventory and interest. Other sources of cash for the period included decrease in account receivable and increases in accounts payable, accrued compensation and deferred revenue. These amounts were partially offset by increases in inventories and prepaid expenses and other assets and decreases in operating lease liabilities.Activities

Cash ~~provided~~used byin ~~operating~~financing activities during the fiscal year ended June 30, ~~2022~~2025 was $~~128~~52.26 million. ~~Factors~~due ~~contributing~~primarily to ~~cash~~share ~~provided~~repurchases ~~by operating activities were net income~~ of $4438.30 million, ~~non-cash~~debt ~~expenses~~repayments of $~~104~~10.0 million ~~for~~and ~~items~~$3.9 ~~such~~million ~~as amortization of intangible assets, stock-based compensation, depreciation, reduction~~ in ~~carrying~~payments ~~amount~~for ~~of right-of-use assets, deferred income~~ taxes, ~~provision~~on ~~for~~vested ~~excess~~ and ~~obsolete~~released ~~inventory~~stock ~~and~~awards ~~interest.~~net ~~Other sources~~ of ~~cash~~proceeds ~~for~~from the ~~period~~issuance ~~included~~of ~~increases~~shares inof ~~accounts~~our ~~payable~~common ~~and~~stock ~~deferred~~under ~~revenue.~~our ~~These~~Employee ~~amounts~~Stock ~~were~~Purchase ~~partially~~Plan ~~offset~~(“ESPP”) ~~by increases in accounts receivable, inventories~~ and ~~prepaid~~through ~~expenses~~the ~~and~~exercise ~~other~~of ~~assets~~stock ~~and decreases in accrued compensation, current and long-term liabilities and operating lease liabilities~~options.

~~Net~~ Cash ~~Used~~used in ~~Investing~~financing ~~Activities~~activities during the fiscal year ended June 30, 2024 was $115.0 million due primarily to share repurchases of $49.9 million, payments on the 2023 Revolving Facility of $55.0 million, debt repayments of $10.0 million and a $30.1 million payment for taxes on vested and released stock awards net of proceeds from the issuance of shares of our common stock under our ESPP. The amounts were partially offset by cash received of $30.0 million from borrowings under the 2023 Revolving Facility.

Cash used in ~~investing~~financing activities during the fiscal year ended June 30, ~~2024~~2023 was $18194.8 million due primarily to share repurchases of $99.9 million, debt repayments of $108.6 million, payments of debt financing cost of $3.2 million, $3.0 million of deferred payments on acquisitions and a $5.1 million payment for taxes on vested and released stock awards net of proceeds from the ~~purchases~~issuance of ~~property~~shares ~~and~~of ~~equipment~~our common stock under our ESPP. The amounts were partially offset by cash received of $25.0 million from the 2023 Revolving Facility.

~~Cash~~Foreign ~~used~~Currency inEffect ~~investing~~on ~~activities~~Cash ~~during the fiscal year ended June 30, 2023 was $13.8 million for the purchases of property~~ and ~~equipment.~~cash equivalents

~~Cash~~Foreign ~~used~~currency ineffect ~~investing~~on ~~activities~~cash ~~during~~and ~~the~~cash ~~fiscal~~equivalents ~~year~~increased ~~ended~~in ~~June 30~~2025, ~~2022 was $85.0 million,~~ primarily due to ~~the~~changes ~~payment~~in ofexchange ~~$69.5~~rates ~~million~~between ~~(net~~the ofU.S. ~~cash~~Dollar ~~acquired)~~and ~~for~~particularly the ~~acquisition~~Indian ofRupee, ~~Ipanema and $15~~U.4K. ~~million~~Pound, ~~for purchases of property~~ and ~~equipment~~the Euro.

~~Net Cash Used in by Financing Activities~~43

~~Cash~~Contractual used in financing activities during the fiscal year ended June 30, 2024 was $115.0 million due primarily to share repurchases of $49.9 million, payments on the 2023 Revolving Facility of $55.0 million, debt repayments of $10.0 million and a $30.1 million payment for taxes on vested and released stock awards net of proceeds from the issuance of shares of our common stock under our Employee Stock Purchase Plan (“ESPP”). The amounts were partially offset by cash received of $30.0 million from borrowings under the 2023 Revolving Facility.Obligations

~~Cash~~As ~~used~~of ~~in financing activities during the fiscal year ended~~ June 30, ~~2023~~2025, ~~was~~we ~~$194.8~~have ~~million~~contractual ~~due~~obligations ~~primarily~~for ~~to share repurchases of $99.9 million,~~ debt ~~repayments of $108.6 million~~obligations, ~~payments~~purchase ~~of debt financing cost of $3.2 million~~obligations, ~~$3.0~~lease ~~million~~obligations ~~of deferred payments on acquisitions~~ and aother $5obligations.1 million payment for taxes on vested and released stock awards net of proceeds from the issuance of shares of our common stock under our ESPP. The amounts were partially offset by cash received of $25.0 million from the 2023 Revolving Facility.

~~Cash~~Our ~~used~~debt inobligations ~~financing~~relate ~~activities~~to ~~during~~amounts ~~the~~owed ~~fiscal~~under ~~year~~our ~~ended~~Amended ~~June~~Credit ~~30, 2022 was $94~~Agreement.7 ~~million~~As ~~due~~of ~~primarily~~June to30, ~~share~~2025, ~~repurchases~~we ofhave $45180.0 million, of debt ~~repayments~~outstanding ofwhich ~~$38.1~~is ~~million,~~payable ~~payments~~in ofquarterly ~~contingent~~installments ~~consideration~~through ofour ~~$1.0~~fiscal ~~million~~year ~~and $4~~2028.0 ~~million~~We ofare ~~deferred~~subject ~~payments~~to interest on ~~acquisitions~~our debt obligations and aunused $6commitment fee.5 ~~million~~See ~~payment~~Note ~~for~~7, ~~taxes~~Debt, onin ~~vested~~the ~~and~~Notes ~~released~~to ~~stock~~Consolidated ~~awards~~Financial ~~net~~Statements ofincluded ~~proceeds~~in ~~from~~Item ~~the~~8 ~~issuance~~ of ~~shares~~this ofAnnual ~~our~~Report ~~common~~on ~~stock~~Form ~~under~~10-K ~~our~~for ~~ESPP~~additional ~~and~~information ~~exercise~~regarding ofour ~~stock~~debt ~~options~~obligations.

~~Foreign~~Our ~~Currency~~unconditional ~~Effect~~purchase onobligations ~~Cash~~represent the purchase of long lead-time component inventory that our contract manufacturers procure in accordance with our forecast. We expect to honor the inventory purchase commitments within the next 12 months. As of June 30, 2025, we have non-cancelable commitments to purchase $45.4 million of inventory. See Note 9, Commitments and ~~cash~~Contingencies, ~~equivalents~~in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding our purchase obligations.

~~Foreign~~We ~~currency~~lease ~~effect~~facilities onunder ~~cash~~operating ~~and~~lease ~~cash~~arrangements ~~equivalents~~at ~~increased~~various inlocations ~~2024,~~that ~~primarily~~expire ~~due~~at tovarious ~~changes~~dates inthrough ~~exchange~~our ~~rates~~fiscal ~~between~~year ~~the U~~2033.S. ~~Dollar~~As ~~and~~of ~~particularly~~June 30, 2025, the ~~Indian~~value ~~Rupee,~~of Uour obligations under operating leases was $53.K2 million. ~~Pound~~See Note 8, ~~and~~Leases, in the ~~Euro~~Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding our lease obligations.

~~Contractual~~We ~~Obligations~~have contractual commitments with our suppliers which represent commitments for future services. As of June 30, 2025, we have contractual commitments of $17.2 million that are due through our fiscal year 2027.

AsWe ofhave ~~June~~immaterial ~~30,~~income ~~2024,~~tax liabilities related to uncertain tax positions and we ~~have~~are ~~contractual~~unable ~~obligations~~to ~~for~~reasonably ~~debt~~estimate ~~obligations,~~the ~~purchase~~timing ~~obligations,~~of ~~lease~~the ~~obligations~~settlement ~~and~~of ~~other~~those ~~obligations~~liabilities.

~~Our~~We ~~debt~~do ~~obligations~~not ~~relate~~have toany ~~amounts~~material ~~owed~~commitments ~~under~~for ~~our~~capital ~~2023~~expenditures ~~Credit~~as ~~Agreement. As~~ of June 30, ~~2024, we have $190~~2025.0 million of debt outstanding which is payable in quarterly installments through our fiscal year 2028. We are subject to interest on our debt obligations and unused commitment fee. See Note 8, Debt, in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding our debt obligations.

44Off-Balance Sheet Arrangements

~~Our~~We ~~unconditional~~did ~~purchase~~not ~~obligations~~have ~~represent~~any ~~the purchase of long lead~~off-~~time~~balance ~~component~~sheet ~~inventory~~arrangements ~~that~~as ~~our contract manufacturers procure in accordance with our forecast. We expect to honor the inventory purchase commitments within the next 12 months. As~~ of June 30, ~~2024, we have non-cancelable commitments to purchase $38~~2025.2 million of inventory. See Note 10, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding our purchase obligations.

We lease facilities under operating lease arrangements at various locations that expire at various dates through our fiscal year 2033. As of June 30, 2024, the value of our obligations under operating leases was $61.9 million. See Note 9, Leases, in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding our lease obligations.44

WeItem ~~have contractual commitments with our suppliers which represent commitments for future services~~7A. AsQuantitative ofand ~~June~~Qualitative ~~30,~~Disclosures ~~2024,~~About weMarket ~~have~~Risk ~~contractual commitments of $25.9 million that are due through our fiscal year 2027.~~

WeInterest ~~have~~Rate ~~immaterial income tax liabilities related to uncertain tax positions and we are unable to reasonably estimate the timing of the settlement of those liabilities.~~Sensitivity

WeOur doexposure ~~not~~to ~~have~~market ~~any~~risk ~~material~~for ~~commitments~~changes ~~for~~in ~~capital~~interest ~~expenditures~~rates asrelates primarily to our financial debt and foreign currencies. As of June 30, ~~2024~~2025, we did not have any financial investments that were exposed to interest rate risk.

~~Off-Balance Sheet Arrangements~~Debt

WeAt ~~did~~certain ~~not~~points ~~have~~in ~~any~~time ~~off~~we are exposed to the impact of interest rate fluctuations, primarily in the form of variable rate borrowings from the Amended Credit Agreement, which is described in Note 7, Debt, in the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-~~balance~~K. ~~sheet~~As ~~arrangements~~of asJune 30, 2025, we had $180.0 million of debt outstanding, all of which was from the Amended Credit Agreement. Through the end of our fiscal year 2025, the average daily outstanding amount was $192.7 million with a high of $217.5 million and a low of $180.0 million. As of June 30, ~~2024~~2025 we have not entered into any derivative instruments to hedge the impact of the changes in variable interest rates under our Amended Credit Agreement.

45The following table presents hypothetical changes in interest expense for the year ended June 30, 2025, on the outstanding borrowings under the Amended Credit Agreement as of June 30, 2025, that are sensitive to changes in interest rates (in thousands):

Item 7A. Quantitative and Qualitative Disclosures About Market Risk


	Change in interest expense given a decrease in interest rate of X bps*						Average outstanding		Change in interest expense given an increase in interest rate of X bps*
Description	(100 bps)			(50 bps)			as of June 30, 2025		100 bps		50 bps
Debt	$	(1,927	)	$	(964	)	$	192,706	$	1,927	$	964

~~Interest~~* ~~Rate~~Underlying ~~Sensitivity~~interest rate was 6.43% as of June 30, 2025.

~~Our~~Exchange ~~exposure~~Rate to market risk for changes in interest rates relates primarily to our financial debt and foreign currencies. As of June 30, 2024, we did not have any financial investments that were exposed to interest rate risk. Sensitivity

~~Debt~~A majority of our sales and our expenses are denominated in U.S. Dollars. While we conduct sale transactions and incur certain operating expenses in foreign currencies and expect to continue to do so, we do not anticipate that foreign exchange gains or losses will be significant, in part because of our foreign exchange risk management process discussed below.

AtForeign ~~certain~~Exchange ~~points~~Forward in time we are exposed to the impact of interest rate fluctuations, primarily in the form of variable rate borrowings from the 2023 Credit Agreement, which is described in Note 8, Debt, in the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. As of June 30, 2024, we had $190.0 million of debt outstanding, all of which was from the 2023 Credit Agreement. Through the end of our fiscal year 2024, the average daily outstanding amount was $199.2 million with a high of $225.0 million and a low of $190.0 million. As of June 30, 2024 we have not entered into any derivative instruments to hedge the impact of the changes in variable interest rates under our 2023 Credit Agreement.Contracts

~~The~~We ~~following~~record ~~table~~all ~~presents~~derivatives ~~hypothetical~~on ~~changes~~the balance sheet at fair value. From time to time, we enter into foreign exchange forward contracts to mitigate the effect of gains and losses generated by the foreign currency forecast transactions related to certain operating expenses and re-measurement of certain assets and liabilities denominated in ~~interest~~foreign ~~expense~~currencies. ~~for~~Changes in the ~~year~~fair ~~ended~~value of these foreign exchange forward contracts are offset largely by re-measurement of the underlying foreign currency denominated assets and liabilities. As of June 30, 2025 and June 30, 2024, onforeign ~~the~~exchange ~~outstanding~~forward ~~borrowings~~currency ~~under~~contracts not designated as hedging instruments had the ~~2023~~total ~~Credit~~notional ~~Agreement~~principal asamounts of $57.2 million and $31.3 million, respectively. Changes in the fair value of derivatives are recognized in "other income (expense), net." For the fiscal years ended June 30, 2025, 2024, and 2023, the consolidated statements of operations included net gains of $1.0 million, net losses of $0.3 million, and net losses of $0.4 million, respectively from these contracts. There were no foreign exchange forward currency contracts that ~~are~~were ~~sensitive~~designated toas ~~changes~~hedging ininstruments ~~interest~~at ~~rates~~June ~~(in~~30, ~~thousands):~~2025 and 2024.

	Change in interest expense given a decrease ininterest rate of X bps*						Average outstanding		Change in interest expense given an increase ininterest rate of X bps*
Description	(100 bps)			(50 bps)			as of June 30, 2024		100 bps		50 bps
Debt	$	(1,992	)	$	(996	)	$	199,221	$	1,992	$	996

For the fiscal year ended June 30, 2025, 2024 and 2023 the Company recognized foreign currency transaction net losses of $1.8 million, net gains of $0.6 million and net gains of $0.8 million, respectively.

* Underlying interest rate was 7.44% as of June 30, 2024.45

~~Exchange~~Item ~~Rate~~8. ~~Sensitivity~~Financial Statements and Supplementary Data

AINDEX ~~majority~~TO ofCONSOLIDATED ~~our~~FINANCIAL ~~sales~~STATEMENTS ~~and~~OF ~~our~~EXTREME ~~expenses are denominated in U.S. Dollars. While we conduct sale transactions and incur certain operating expenses in foreign currencies and expect to continue to do so~~NETWORKS, ~~we do not anticipate that foreign exchange gains or losses will be significant, in part because of our foreign exchange risk management process discussed below~~INC.

Foreign Exchange Forward Contracts


		Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID 248)		47

Consolidated Balance Sheets		50

Consolidated Statements of Operations		51

Consolidated Statements of Comprehensive Income (Loss)		52

Consolidated Statements of Stockholders' Equity		53

Consolidated Statements of Cash Flows		54

Notes to Consolidated Financial Statements		55

We record all derivatives on the balance sheet at fair value. From time to time, we enter into foreign exchange forward contracts to mitigate the effect of gains and losses generated by the foreign currency forecast transactions related to certain operating expenses and re-measurement of certain assets and liabilities denominated in foreign currencies. Changes in the fair value of these foreign exchange forward contracts are offset largely by re-measurement of the underlying foreign currency denominated assets and liabilities. As of June 30, 2024 and June 30, 2023, foreign exchange forward currency contracts not designated as hedging instruments had the total notional amount of $31.3 million and $3.4 million, respectively. These contracts have maturities of less than 40 days. Changes in the fair value of derivatives are recognized in "other income, net." For the fiscal years ended June 30, 2024, 2023, and 2022, the net losses recorded in the consolidated statement of operations from these contracts were $0.3 million, $0.4 million, and $1.4 million, respectively. There were no foreign exchange forward currency contracts that were designated as hedging instruments at June 30, 2024 and 2023.46

~~For~~Report ~~the fiscal year ended June 30, 2024, 2023 and 2022 the Company recorded foreign currency transaction gains from operations~~ of ~~$0.6~~Independent ~~million,~~Registered ~~$0.8~~Public ~~million~~Accounting ~~and $1.7 million, respectively.~~Firm

46Board of Directors and Stockholders

~~Item~~Extreme 8.Networks, ~~Financial Statements and Supplementary Data~~Inc.

~~INDEX~~Opinion TOon ~~CONSOLIDATED~~the ~~FINANCIAL~~financial ~~STATEMENTS OF EXTREME NETWORKS, INC.~~statements

		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

We have audited the accompanying consolidated balance sheets of Extreme Networks, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

47We 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, 2025, 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 18, 2025 expressed an unqualified opinion.

~~Report~~Basis offor ~~Independent Registered Public Accounting Firm~~opinion

~~Board~~These consolidated financial statements are the responsibility of ~~Directors~~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 ~~Stockholders~~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.

~~Extreme~~We ~~Networks~~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, ~~Inc~~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.

~~Opinion~~Critical onaudit ~~the financial statements~~matter

WeThe ~~have~~critical ~~audited~~audit ~~the~~matter ~~accompanying~~communicated ~~consolidated~~below ~~balance~~is ~~sheets of Extreme Networks, Inc. (~~a ~~Delaware~~matter ~~corporation)~~arising ~~and~~from ~~subsidiaries (~~the ~~“Company”)~~current asperiod audit of ~~June 30, 2024 and 2023,~~ the ~~related~~financial ~~consolidated~~ statements ofthat ~~operations,~~was ~~comprehensive~~communicated ~~income~~or ~~(loss),~~required ~~stockholders’~~to ~~equity,~~be ~~and~~communicated ~~cash~~to ~~flows for each of~~ the ~~three~~audit ~~years~~committee inand ~~the~~that: ~~period~~(1) ~~ended~~relates ~~June~~to ~~30,~~accounts ~~2024,~~or ~~and~~disclosures ~~the~~that ~~related~~are ~~notes~~material ~~(collectively referred~~ to as the “financial statements” and (2). Ininvolved our ~~opinion~~especially challenging, ~~the~~subjective, ~~financial~~or ~~statements~~complex ~~present~~judgments. ~~fairly,~~The incommunication ~~all~~of ~~material~~critical ~~respects,~~audit ~~the~~matters ~~financial~~does ~~position~~not ofalter ~~the~~in ~~Company~~any asway ofour ~~June~~opinion ~~30,~~on ~~2024~~the ~~and~~financial ~~2023~~statements, ~~and~~taken ~~the~~as ~~results~~a ofwhole, ~~its operations~~ and ~~its~~we ~~cash~~are ~~flows~~not, ~~for~~by ~~each~~communicating of the ~~three~~critical ~~years~~audit inmatter ~~the~~below, ~~period~~providing ~~ended~~a ~~June~~separate ~~30,~~opinion ~~2024,~~on inthe ~~conformity~~critical ~~with~~audit ~~accounting~~matter ~~principles~~or ~~generally~~on ~~accepted~~the inaccounts ~~the~~or ~~United~~disclosures ~~States~~to ofwhich ~~America~~it relates.

WeRevenue ~~also~~Recognition ~~have~~– ~~audited,~~Customer inRebates ~~accordance~~Determined ~~with~~to ~~the~~be ~~standards~~Variable of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2024, 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 16, 2024 expressed an unqualified opinion.Consideration

~~Basis~~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 ~~opinion~~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.

~~These~~The ~~financial~~principal ~~statements~~consideration ~~are~~for ~~the~~our ~~responsibility~~determination ofthat ~~the~~customer ~~Company’s~~rebates ~~management.~~determined ~~Our responsibility is~~ to ~~express~~be anvariable ~~opinion~~consideration onis ~~the Company’s financial statements based on our audits. We are~~ a ~~public~~critical ~~accounting~~audit ~~firm~~matter ~~registered~~is ~~with~~that the ~~PCAOB~~estimates ~~and~~made ~~are~~in ~~required~~determining ~~to be independent with respect to~~ the ~~Company~~customer inrebates ~~accordance~~involve ~~with~~significant ~~the U~~judgments.S. ~~federal~~Evaluating ~~securities~~the ~~laws~~appropriateness ~~and~~of ~~the~~these ~~applicable~~estimates ~~rules~~requires ~~and~~a ~~regulations~~high degree of ~~the~~auditor ~~Securities~~judgment and ~~Exchange~~increased ~~Commission~~audit ~~and the PCAOB~~effort.

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.47

~~Critical~~Our audit ~~matter~~procedures related to the customer rebates determined to be variable consideration included the following, among others:

•

~~The~~Tested ~~critical audit matters communicated below are matters arising from~~ the ~~current~~design ~~period audit of the financial statements that were communicated or required to be communicated to the audit committee~~ and ~~that:~~operating ~~(1)~~effectiveness ~~relate~~of tocontrols ~~accounts~~over ~~or disclosures that are material to~~ the ~~financial~~Company’s ~~statements~~estimation ~~and (2) involved our especially challenging, subjective, or complex judgments. The communication~~ of ~~critical~~variable ~~audit~~consideration ~~matters~~for ~~does~~stocking ~~not~~distributor ~~alter in any way our opinion on the financial statements~~rebates, ~~taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.~~ including:

~~Revenue~~Historical ~~Recognition~~actual –rebate ~~Customer Rebates Determined to be Variable Consideration~~claims

AsEstimates ~~described further in Note 3 to the financial statements, sales to stocking distributors are made under terms allowing certain price adjustments in the form~~ of ~~rebates.~~future ~~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~~End ~~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.pricing

48Channel inventory

•

~~Our~~Identified ~~audit~~sources ~~procedures~~of ~~related~~data toand factors that management used in forming the ~~customer~~assumptions, ~~rebates~~and ~~determined~~considered towhether besuch ~~variable~~data ~~consideration~~and ~~included~~factors ~~the~~are ~~following~~relevant, ~~among~~reliable, ~~others:~~and sufficient.

•

~~Tested~~Evaluated ~~the~~potential ~~design~~contrary ~~and~~evidence, ~~operating~~including ~~effectiveness~~the historical accuracy of ~~controls~~management’s ~~over~~estimates by comparing the ~~Company’s~~estimated ~~estimation~~reserve ofrate ~~variable~~to ~~consideration~~the ~~for~~actual ~~stocking~~reserve ~~distributor~~rate ~~rebates,~~in ~~including:~~subsequent periods.

•

~~Historical~~Confirmed ~~actual~~inventory ~~rebate~~held ~~claims~~in the channel with a sample of stocking distributors.

~~Estimates~~/s/ ofGrant ~~future~~Thornton ~~rebate claims~~ LLP

~~End~~We ~~customer~~have ~~pricing~~served as the Company’s auditor since 2021.

~~Channel~~San ~~inventory~~Francisco, California

~~Identified~~August ~~the sources of data and factors that management used in forming the assumptions~~18, ~~and considered whether such data and factors are relevant, reliable, and sufficient.~~2025

~~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.~~48

~~Confirmed~~Report ~~inventory~~of ~~held~~Independent inRegistered ~~the~~Public ~~channel~~Accounting ~~with a sample of stocking distributors.~~Firm

~~Inventory~~Board ~~Valuation~~of -Directors ~~Net~~and ~~Realizable Value of Inventory~~Stockholders

AsExtreme ~~described further in Note 2 to the financial statements~~Networks, ~~the Company values its inventory at the lower of cost or net realizable value~~Inc. 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. We identified the net realizable value of inventory for certain product categories as a critical audit matter.

~~The~~Opinion ~~principal~~on ~~consideration~~internal ~~for~~control ~~our~~over ~~determination~~financial that the net realizable value of inventory is a critical audit matter is that the estimates made in the assessment of the valuation of inventory involves significant judgments. Evaluating the appropriateness of these estimates requires a high degree of auditor judgment and increased audit effort.reporting

~~Our~~We ~~audit~~have ~~procedures~~audited ~~related~~the tointernal control over financial reporting of Extreme Networks, Inc. (a Delaware corporation) and subsidiaries (the ~~net~~“Company”) ~~realizable~~as ~~value~~of June 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of ~~inventory~~Sponsoring ~~included~~Organizations of the ~~following~~Treadway Commission (“COSO”). In our opinion, ~~among~~the ~~others:~~Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

~~Tested~~We ~~the~~also ~~design~~have ~~and~~audited, ~~operating~~in ~~effectiveness~~accordance with the standards of ~~controls~~the ~~over~~Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company’s ~~estimation~~as of ~~excess~~and for the year ended June 30, 2025, and ~~obsolete~~our ~~inventory~~report dated August 18, 2025 expressed an unqualified opinion on those financial statements.

~~Tested~~Basis ~~the~~for ~~completeness and accuracy of the underlying data used in forming the estimate~~opinion

~~Challenged~~The ~~management~~Company’s ~~expectation~~management tois ~~sell~~responsible ~~certain~~for ~~inventory~~maintaining byeffective ~~assessing~~internal control over financial reporting and for its assessment of the ~~reasonableness~~effectiveness of ~~management~~internal control over financial reporting, included in the accompanying Management’s ~~planned~~Report ~~actions~~on ~~through~~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 ~~corroboration~~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.

~~Inquired~~We condu

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