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Atlassian Corp

For the period ended Oct 15, 2025. Filed Oct 15, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 15, 2025 · Filed Oct 15, 2025

TEAM$153.68-16.2%Stored close · as of Nov 6, 2026
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Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a party other than the Registrant o

CHECK THE APPROPRIATE BOX:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

xNo fee required
¨Fee paid previously with preliminary materials
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Our Values

They guide what we do, why we create, and who we hire.

Open company, no bullshitOpenness is root level for us. Information is open internally by default and sharing is a first principle. And we understand that speaking your mind requires equal parts brains (what to say), thoughtfulness (when to say it), and caring (how it’s said).
Play, as a teamWe spend a huge amount of our time at work. So the more that time doesn’t feel like “work,” the better. We can be serious, without taking ourselves too seriously. We strive to put what’s right for the team first – whether in a meeting room or on a football pitch.
Build with heart and balance“Measure twice, cut once.” Whether you're building a birdhouse or a business, this is good advice. Passion and urgency infuse everything we do, alongside the wisdom to consider options fully and with care. Then we make the cut, and we get to work.
Be the change you seekAll Atlassians should have the courage and resourcefulness to spark change – to make better our products, our people, our place. Continuous improvement is a shared responsibility. Action is an independent one.
Don’t #@!% the customerCustomers are our lifeblood. Without happy customers, we’re doomed. So considering the customer perspective - collectively, not just a handful - comes first.

3

Notice of 2025 Annual Meeting of Stockholders

Agenda Items

1.To elect the 11 directors nominated by our Board of Directors and named in this Proxy Statement

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026

3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2025

4.To approve the Amended and Restated 2015 Share Incentive Plan to, among other things, extend the term of the plan by an additional ten years

5.To approve the Amended and Restated 2015 Employee Share Purchase Plan to, among other things, increase the share reserve by an additional 14.3 million shares and extend the term of the plan by an additional ten years

We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.

Annual Meeting of Stockholders

Wednesday, December 2, 2025

2:00 p.m. Pacific Time

We will hold the Atlassian Corporation (“Atlassian”) Annual Meeting of Stockholders (the “Annual Meeting”) virtually. To attend, vote, or submit questions, stockholders of record should go towww.virtualshareholdermeeting.com/TEAM2025 and log in using the control number on their Notice of Internet Availability (“Internet Notice”) or proxy card. Beneficial owners of shares held by a broker, bank, or other nominee should review these proxy materials and their Internet Notice or voting instruction form for how to vote in advance of and participate in the Annual Meeting. We encourage you to join the Annual Meeting 15 minutes before the start time. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

The list of stockholders will be available for inspection by stockholders during the Annual Meeting atwww.virtualshareholdermeeting.com/TEAM2025.

Holders of record of shares of our Class A Common Stock and/or Class B Common Stock at the close of business on October 8, 2025 and their proxies are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments, continuations, or postponements thereof. These proxy materials are first being made available to stockholders on October 15, 2025.

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on December 2, 2025: Both the Proxy Statement and Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, are available electronically at https://investors.atlassian.com/ andwww.proxyvote.com.

By order of the Board of Directors,

Stan Shepard

General Counsel

San Francisco, California

October 15, 2025

2025 Proxy Statement

4Notice of 2025 Annual Meeting of Stockholders

How to Vote

Online at the Annual MeetingOnline Before the Annual MeetingPhoneMail
Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/TEAM2025 and follow the instructions on the website.Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice.Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).Return your completed and signed proxy card in the postage-prepaid envelope accompanying the voting instruction forms.

Note for Street Name Holders: If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares in an Internet Notice or voting instruction form that was provided to you. If you do not provide voting instructions, we expect that your nominee will only be permitted to vote on Proposal 2.

2025 Proxy Statement

5

Letter to Our Stockholders

To our stockholders, customers, partners, and Atlassians –

Fiscal year 2025 was another big step forward in Atlassian’s mission to unleash the potential of every team. We closed out the year with strong execution, surpassing $5.2 billion in revenue and generating $1.4 billion in free cash flow.(1) We are making significant progress on our key strategic priorities of serving the enterprise, delivering game-changing AI capabilities to our customers, and connecting all teams through the Atlassian System of Work. These strategies amplify each other and unlock multiple growth vectors across our business, resulting in $3.4 billion of Cloud revenue and a cloud net revenue retention rate of 120%.(2)

This past year, we reached many significant milestones. We signed a record number of deals over $1 million in annual contract value—more than 1.5x last year’s total. Our AI capabilities empower 2.3 million monthly active users to enhance their workflows. We shifted from selling stand-alone products to offering apps and agents, purchasable standalone or grouped in a carefully curated Collection, with Rovo at the center. We increased the scale of our cloud apps - supporting up to 100,000 and 150,000 users on a single site of Jira and Confluence, respectively. We entered into strategic partnerships with organizations like AWS, enabling us to streamline complex customer migrations, and with the Formula 1 team, Atlassian Williams Racing, increasing our global brand recognition. We also made strides on our multi-cloud strategy: achieving FedRAMP® Moderate authorization for Atlassian Government Cloud, announcing Atlassian Isolated Cloud, and entering a multi-year strategic partnership with Google Cloud to accelerate cloud transformation and deliver advanced AI solutions to more users.

We believe Atlassian is the platform for human and AI collaboration. We are a teamwork and collaboration company at our core (that’s why we chose TEAM as our ticker symbol), and in the AI era, we believe the demand for collaboration will increase significantly as more people are able to create and bring more ideas to life. Key differentiators like our world-class R&D engine, unified platform, unique depth and breadth of data in our Teamwork Graph, over two decades of domain expertise in team collaboration, and our distribution power with over 300k customers put us in a strong position to seize the opportunities ahead of us. We will continue to deliver powerful AI capabilities that delight and create value for customers positioning the Atlassian platform to be the orchestrator of human and AI collaboration.

Our AI-powered System of Work accelerates teamwork, business processes, and workflows across all types of teams. Enterprises increasingly are choosing to go wall-to-wall with our System of Work and consolidating from a variety of other tools onto the Atlassian platform. Approximately 50% of core apps users as business users, underscoring our platform’s mission-critical role in facilitating cross-functional collaboration between technology teams and business teams like marketing, HR, legal, finance, and many others.

As we look ahead, we are seizing the massive opportunities ahead by continuing to play offense and innovating rapidly, while maintaining our fiscal year 2027 non-GAAP operating margin target. Our position across the markets we play in has never been stronger, and our strategic bets across Enterprise, AI, and System of Work are paying off.

To the entire Atlassian team, thank you for your hard work, perseverance, and dedication to our mission to unleash the power of every team.

Thank you all for your continued trust and support on this journey.

Michael Cannon-Brookes

Chief Executive Officer & Co-Founder

(1)Free Cash Flow is not a U.S. generally accepted accounting principles (“GAAP”) measure. See Appendix A for information regarding non-GAAP financial measures, including a reconciliation of Free Cash Flow to the most directly comparable GAAP financial measure.

2025 Proxy Statement

6

Table of Contents

Notice of 2025 Annual Meeting of Stockholders3
Letter to Our Stockholders5
About the Annual Meeting8
2025 Proxy Statement Summary and Highlights10
Directors and Corporate Governance12
Nominees for Election12
Biographies14
Director Independence20
Board Leadership Structure20
Board Meetings and Committees20
Compensation Committee Interlocks and Insider Participation24
Director Selection and Board Evaluation24
Stockholder Recommendations and Nominees for Director25
Board’s Role in Risk Oversight26
Corporate Governance Guidelines and Code of Business Conduct and Ethics27
Stockholder Engagement27
Stockholder Communications with the Board27
Our Values and Sustainability Strategy28
Related Person Transaction Policy30
Transactions with Related Persons30
Director Compensation31
Executive Officers33
Executive Compensation34
Compensation Discussion and Analysis34
Perquisites, Benefits, and Other Compensation and Governance Policies43
Report of the Compensation and Leadership Development Committee46
Executive Compensation Tables47
Potential Payments Upon Termination or Change in Control50
CEO Pay Ratio51
Pay Versus Performance51
Report of the Audit Committee of the Board55
Proposals To Be Voted On56
Proposal 1 – Election of Directors57
Proposal 2 – Ratification of Appointment of Independent Auditor58
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation59
Proposal 4 – Approval of an Amendment and Restatement to the 2015 Share Incentive Plan60
Proposal 5 – Approval of an Amendment and Restatement to the Company’s 2015 Employee Share Purchase Plan68
Stock Ownership Information72
Security Ownership Table72
Equity Compensation Plan Information74
Information About the Meeting, Voting and Procedural Matters75
General75
Stockholders Entitled to Vote; Record Date75
Quorum; Abstentions; Broker Non-Votes75
Voting; Revocability of Proxies76
Expenses of Solicitation77
Procedure for Introducing Business or Director Nominations at Our 2026 Annual Meeting of Stockholders77
Delivery of Proxy Materials78
Appendix A – Non-GAAP Financial Measures and Key Business Metrics79
Appendix B – Atlassian Corporation Amended and Restated 2015 Share Incentive Plan80
Appendix C – Atlassian Corporation Amended and Restated 2015 Employee Share Purchase Plan92

2025 Proxy Statement

7

Note About Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations, but these words are not the exclusive means for identifying such statements. All statements other than statements of historical fact could be deemed forward looking, including statements about our products and offerings, including AI offerings, customers, leadership, business priorities and strategy, market position and opportunity, including the opportunity of the AI market, environmental, social and governance efforts and sustainability goals, Team Anywhere, the goals or effects of our executive compensation programs, and financial targets, including non-GAAP operating market target.

We undertake no obligation to update any forward-looking statements made in this Proxy Statement or to reflect events or circumstances after the date of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.

Further information on these and other factors that could affect our financial results is included in filings we make with the Securities and Exchange Commission (the “SEC”) from time to time, including the section titled “Risk Factors” in our most recently filed Forms 10-K and 10-Q. These documents are available on the Financials - SEC Filings section of the Investor Relations section of our website at: https://investors.atlassian.com.

Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

Unless otherwise indicated, all reference to “$,” “USD $,” “US dollars,” and “dollars” are to United States dollars and all reference to “AUD $” are to Australian dollars.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to Be Held on December 2, 2025. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2025 are available at www.proxyvote.com.

2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.