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EXTREME NETWORKS INC

For the period ended Jun 30, 2024. Filed Aug 16, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Aug 16, 2024

EXTR$24.03+14.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For thefiscal year ended June 30,2024

OR

☐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

(Exact name of Registrant as specified in its charter)

Delaware77-0430270
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
2121 RDU Center Drive, Suite 300Morrisville, North Carolina27560
(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 classTradingSymbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareEXTRNasdaq 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$1.7 billion as of December 31, 2023, 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.

130,337,298 shares of the Registrant’s Common stock, $0.001 par value, were outstanding as of August 9, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for theyear ended June 30, 2024 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.

FORM 10-K

INDEX

Page
Forward Looking Statements2
PART I3
Item 1.Business3
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments32
Item 1C.Cybersecurity32
Item 2.Properties33
Item 3.Legal Proceedings33
Item 4.Mine Safety Disclosures33
PART II34
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34
Item 6.[Reserved]35
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36
Item 7A.Quantitative and Qualitative Disclosures About Market Risk46
Item 8.Financial Statements and Supplementary Data47
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84
Item 9A.Controls and Procedures84
Item 9B.Other Information84
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections85
PART III86
Item 10.Directors, Executive Officers and Corporate Governance86
Item 11.Executive Compensation86
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86
Item 13.Certain Relationships and Related Transactions, and Director Independence86
Item 14.Principal Accountant Fees and Services86
PART IV87
Item 15.Exhibits and Financial Statement Schedules87
SIGNATURES91

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