EXTR 10-K & 10-Q changes, risk factors and insider trading
Extreme Networks Inc. · Nasdaq · Computer Communications Equipment · CIK 1078271 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our sales to government and education customers may be adversely affected by public-sector procurement processes, budgetary constraints, and government contracting requirements.”
New heading “Our share repurchase program may not enhance stockholder value, and repurchases are subject to restrictions and may be suspended or discontinued.”
Removed heading “Military actions and other geopolitical tensions could adversely affect our business, financial condition and operating results.”
Removed heading “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.”
Largest changes
“The regulatory framework for AI is rapidly evolving as many federal, state, and foreign governments and regulatory bodies have introduced, and continue to consider, laws, regulations, and guidance governing the development, deployment, and use of AI. Laws regulating AI have been, and likely will continue to be, adopted in the United States and in non-U.S. jurisdictions, however the durability of these laws and the potential of additional state-level activity faces uncertainty in light of federal policy favoring a uniform, national AI regulatory framework. …”see in full comparison
“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 Europe, the EU Artificial Intelligence Act (the “EU AI Act”) establishes a comprehensive, risk-based governance framework for AI in the EU market. …”see in full comparison
“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. …”see in full comparison
“The 2026 Credit Agreement contains customary events of default, including failure to pay principal, interest, or fees when due, failure to comply with covenants, breaches in a material respect of representations and warranties, certain insolvency or receivership events, the occurrence of certain material judgments, the occurrence of certain ERISA events, the invalidity of the loan documents, and a change of control of the Company. Upon the occurrence of an event of default, amounts outstanding under the facility may be accelerated.”see in full comparison
The ongoing unpredictability of U.S. economicsee in full comparisonpoliciesand trade policies, includingrecenttariffadjustments,actionsasandwellrelatedasgovernmentbroadermeasures,geopolitical tensions, continuecontinues to create significant uncertainty in the world economy, includingainflationaryriskpressures.ofIninflation.addition, various military actions, armed conflicts, and geopolitical tensions, including the Russia-Ukraine conflict, the Israel-Hamas conflict and related regional instability in the Middle East, and military actions involving the United States and Iran, have increased global uncertainty. Potential impacts of these policies and tensions could include decreased demand for our products, increased costs to us, supply chain limitations, and volatility of our stock price.
“We have experienced in the past, and continue to experience, challenges obtaining components such as semiconductor chips due to high demand or limited supply. In particular, we rely on certain memory and semiconductor components that have experienced supply constraints, reduced production capacity, and significant price volatility as suppliers shift to newer technologies, resulting in increased costs, longer lead times, and potential allocation limitations that could adversely affect our ability to manufacture and deliver products. …”see in full comparison
Full comparison: every changed paragraph (86)
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 keymaterial 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.
The ongoing unpredictability of U.S. economic policiesand trade policies, including recent tariff adjustments,actions asand wellrelated asgovernment broadermeasures, geopolitical tensions, continuecontinues to create significant uncertainty in the world economy, including ainflationary riskpressures. ofIn inflation.addition, various military actions, armed conflicts, and geopolitical tensions, including the Russia-Ukraine conflict, the Israel-Hamas conflict and related regional instability in the Middle East, and military actions involving the United States and Iran, have increased global uncertainty. Potential impacts of these policies and tensions could include decreased demand for our products, increased costs to us, supply chain limitations, and volatility of our stock price.
While we have diversified our manufacturing presence and limited our reliance on imports from China, tariffs have been imposed and threaten to be increased on other countries where our products are manufactured, such as Taiwan, Vietnam, Thailand, and the Philippines. A majority of our products are currently excluded from the bulk of these tariffs, though we cannot predict that will continue to be the case. Any imposition of tariffs or imposition of new export controls assessedaffecting on importationimports of our products to the United States may result in increased costs and potential delays.
We are actively monitoring these evolving trade dynamics and are implementing diversification and supply chain resilience strategies to mitigate potential disruptions. This includes exploring alternative sourcing options and reassessing geographic risk in our manufacturing and logistics footprint.
The continued uncertainty around U.S. tariff and economic policies and broader geopolitical tensions is contributing to market volatility, which has impacted the Company’s stock price, and is likely to continue to do so. In addition, if tariffs are set that materially impact the Company’s financial results, the Company’s stock price could be negatively impacted.
The market for network switchingswitches, routers and managementsoftware solutions(including analytics) is intensely competitive and dominated primarily by Cisco Systems Inc., Hewlett-PackardHewlett Packard Enterprise Company, and Huawei Technologies Co. Ltd., and, prior to the recent merger with Hewlett-Packard Enterprise Company, Juniper Networks, Inc.Ltd. To a lesser extent, Extreme competes with products and solutions from Arista Networks, Inc., CommScopeRUCKUS Holding Company, Inc.,Networks, Fortinet, Inc., and Ubiquiti Inc. Most of our competitors have longer operating histories, greater name recognition, larger customer bases, broader product lines and substantially greater financial, technical, sales, marketing and other resources. As a result, these competitors are able to devote greater resources to the development, promotion, sale and support of their products. In addition, they have larger distribution channels, stronger brand names, access to more customers, a larger installed customer base, and a greater ability to make attractive offers to channel partners and customers than we do. Further, many of our competitors have made substantial investments in hardware networking capabilities and offerings as well as software and AI functionality to run and manage the networks. These competitors may be able to gain market share by leveraging their investments to attract customers at lower prices or with greater synergies.
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.
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. In addition, AI software vendors and platforms could leverage their AI model capabilities, integrations, and agentic workflows to address network-centric use cases that compete with traditional network management solutions. If these technologies enable customers to manage, analyze, and operate network infrastructure through AI-enabled interfaces, they could disrupt portions of the networking industry and adversely affect our competitive position, revenue, and growth prospects. 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.
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,Inc., Senao Networks, Inc., Wistron Neweb Corporation, Sercomm Corporation, Quanta Computer Inc,Inc., Lite-On Technology Corp,Corporation, 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. Because we may represent a relatively small portion of the overall business of certain suppliers or manufacturing partners, our orders may not receive priority in times of constrained capacity, which could limit our ability to obtain sufficient product or components.
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, component price increases, quality issues, transportation or shipping delays, tariffs or other trade restrictions, or other events. WeCertain havesemiconductor experiencedcomponents used in theour past,products andare continuemanufactured in regions that are subject to experience,heightened challengesgeopolitical 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.risk. For example, Samsunga hassignificant ceased productionportion of certainthe memoryworld’s chipsadvanced semiconductor manufacturing capacity is located in Taiwan, and any military conflict, blockade, trade disruption, or other instability affecting the region could further constrain component availability, increase costs, and adversely affect our ability to focus on higher end chips. These disruptions could result in sustained lead-times, higher overall costs, extra delivery costs for expedited shipments,manufacture and shortagesdeliver 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.products.
We have experienced in the past, and continue to experience, challenges obtaining components such as semiconductor chips due to high demand or limited supply. In particular, we rely on certain memory and semiconductor components that have experienced supply constraints, reduced production capacity, and significant price volatility as suppliers shift to newer technologies, resulting in increased costs, longer lead times, and potential allocation limitations that could adversely affect our ability to manufacture and deliver products. Some vendors are reallocating raw materials and production capacity away from enterprise-grade components toward more advanced technologies. For example, certain manufacturers have reduced or discontinued production of certain older-generation memory chips in order to devote capacity to newer, higher-demand memory and AI-related components. These disruptions could result in extended lead times, higher overall costs, expedited shipping expenses, component shortages or allocations, and delayed product introductions. Additional factors that may impact costs and availability include energy, raw material, and transportation costs. Our ability to deliver products to customers also depends on global transportation and logistics networks that are subject to disruption from factors such as labor disputes, port congestion, geopolitical events, natural disasters, severe weather, and other factors beyond our control. Disruptions to these transportation and logistics networks could result in shipping delays, increased freight and logistics costs, reduced product availability, and delays in fulfilling customer orders. Climate change may exacerbate the frequency or severity of certain weather-related and natural disaster events affecting our suppliers, manufacturing partners, transportation networks, and other aspects of our supply chain. 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.
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.
We have been impacted in the past, and will likely continue to be impacted by, tariffs put into place by the United States or by other countries. We have worked to mitigate this impact by moving manufacturing operations out of China to other countries. However, new tariffs have been imposed and could potentially increase on goods from countries to which we have moved production. Imposition of tariffs is likely to increase our costs, having a negative impact on our gross margin and operating results.
System security risks, data breaches, cyberattacks, and cyberattacksother couldsecurity compromiseincidents have occurred in the past and may occur in the future, potentially compromising our proprietary information, disruptdisrupting our internal operations, impactimpacting services to customers, and harmharming public perception of our products, which could materially adversely affect our business, financial condition, operating results, and future growth prospects.
In the ordinary course of business using systems that we own and manage,business, we provide cloud-based services and store data, including ourpersonally identifiable information, as well as proprietary business information belonging to our business (such as trade secrets) and thatbelonging ofto our customers, suppliers and business partnerspartners. We store such data on our networks.computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). 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. TheWe secureare provisionalso increasingly dependent on third-party service providers, including software-as-a-service providers and other vendors, for critical aspects of servicesour andoperations. maintenanceThese providers may have short operating histories, fewer resources, or less mature security programs, which could increase the risk of thisservice informationdisruptions, andsecurity incidents, or operational failures affecting our IT systems is critical to our operations and business strategy.business.
We have experienced security incidents in the past, including incidents involving social engineering and unauthorized access to systems or information, and may experience similar or more significant incidents in the future. For example, this year, a threat actor was able to obtain temporary access to certain employee accounts through vishing. The non-material incident was contained, there was no impact on the functionality of our products and services, and we promptly engaged outside cybersecurity experts and notified law enforcement.
We face numerous and evolving additional cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systemsSystems and data. 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,Systems, products or services. 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. Increasingly, companies, including us, are subject to a variety of attacks on their networks and/or cloud-based services on an ongoing basis. Geopolitical tensions and military conflicts may further increase the frequency and sophistication of cyberattacks, espionage, and other hostile activities directed at private-sector organizations. Additionally, any integration of AI in our or any third party’s operations, products, or services is expected to pose new or unknown cybersecurity risks and challenges. 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 andhardware, operating system softwaresoftware, and software applications and services that we produce or procure from third parties may contain vulnerabilities in design or manufacture or security defects that could allow network intrusion or unexpectedly interfere with the operation of our systems, products or services we provide to customers. UsageIn addition, outages, disruptions, or security incidents affecting our services or those of “legacy”our productsthird-party thatproviders havecould beenresult determinedin our failure to havemeet reachedservice anlevel end-of-lifecommitments, engineeringwhich statusmay butrequire will continueus to operateprovide forservice acredits, limitedrefunds, amountor ofother timeremedies mayto subjectcustomers, and could expose us or our customers to vulnerabilities.contractual liability. 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 systemsSystems 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, services, and the information stored as part of our operations could be accessed, publicly disclosed, lost or stolen. Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. 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 systemsSystems and/or our customers’ proprietary or other sensitive information.
Any adverse impact to the availability, integrityintegrity, or confidentiality of our IT systems,Systems, including any actual or perceived breach of network security occurs ininvolving our products, network, or in the network of a customer of our networking products, regardless of whether the breach is attributable to our products, could harm the market perception of the effectiveness or security of our products could be harmed.products. This could impede our sales efforts and impact our market share and future revenue. Such events require significant management attention and resources, impacting our expenses and resources available to commit to other 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. Further, this could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties. We cannot 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.
For example, cloud-based network management is among the fastest growing segmentmarket ofcategories within the networking industry. Our success may be impacted by our ability to provide successful cloudcloud-based networking solutions that address the needs of our customers more effectively and economically than those of other competitors or existing technologies. If the cloudcloud-based networkingnetwork solutionsmanagement market does not develop in the way we anticipate, if our solutions do not offer significant benefits compared to competing legacy products, or if end customers do not recognize the benefits that our solutions provide, thenor our potential for growth in this cloud-based network management segment could be adversely affected. Ifif we are unsuccessfulunable into attachingsuccessfully cloudexecute serviceson the transition to, and maintenancecustomer servicesadoption toof, our hardwarecloud-based product,networking solutions and related subscription offerings, then our growth prospects, including our ability to grow our subscription revenuerevenue, could be limited.adversely affected. Because a portion of our revenues from cloud-based or subscription offerings is recognized over time, changes in customer bookings, renewals, or consumption levels may not be immediately reflected in our reported revenue, which could reduce visibility into the underlying performance of our business. If we are unsuccessful in integrating AI into the functionality of our products and achieving customer adoption of our AI-integratedAI-powered platform, our revenue growth could be limited. We may also face challenges accurately forecasting customer renewal rates, conversion rates from on-premises to cloud offerings, and levels of customer usage or consumption, which could result in volatility in our operating results. Our ability to grow subscription revenue also depends on our ability to attract new subscribers, retain existing customers, expand adoption of subscription and cloud offerings, and maintain favorable renewal and attach rates, any of which may be adversely affected by competition, customer budget constraints, pricing pressures, or changes in customer preferences.
Substantially all of our international sales are U.S. Dollar-denominated. TheFluctuations recentin weaknessexchange ofrates between the U.S. Dollar relative toand foreign currencies could have the effect of increasingincrease 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.
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, leadingand subsequent inventory corrections by distributors or other channel partners may lead to reductions in future period orders fromand adversely affect our distributors.operating results.
If we incorrectly forecast demand, we may build upaccumulate excess inventory. Higher levels of inventory exposeand usincur towrite-downs a greater risk of carryingfor excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downsincluding in connection with the end-of-life for specific productsproducts. inWe ourhave inventory,recorded assuch we didwrite-downs in the fourth quarter of 2024, when we recorded additional reserves due to certain excesspast and obsoletemay inventory.do However,so 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 revenueagain in the future. Conversely, insufficient inventory could result in lost sales, reduced revenue, and harm to our distributor relationships.
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.AI-related skills.
OurWe increasingly rely on third-party cloud solutions are hosted from and use computing infrastructure provided by third parties,providers, including AWS, GCP, and Azure.Azure, to host our cloud solutions and support a growing number of our products, services, and internal operations, including enterprise systems. 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.
IfService outages, performance problems, or errors at these third-party service providers experience service outages, performance problems or errors, this could adversely affect thecustomer experience of our customers.experience. 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.
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.
The regulatory framework for AI is rapidly evolving as many federal, state, and foreign governments and regulatory bodies have introduced, and continue to consider, laws, regulations, and guidance governing the development, deployment, and use of AI. Laws regulating AI have been, and likely will continue to be, adopted in the United States and in non-U.S. jurisdictions, however the durability of these laws and the potential of additional state-level activity faces uncertainty in light of federal policy favoring a uniform, national AI regulatory framework. For example, the European Union’s Artificial Intelligence Act (the “EU AI Act”) establishes a comprehensive, risk-based regulatory framework for AI systems in the EU market, and various U.S. states and other jurisdictions have enacted or are considering AI-related legislation. These and other regulatory developments may impose additional compliance obligations, require changes to our products, services, internal processes, or use of third-party AI technologies, increase development and compliance costs, restrict certain AI use cases, or expose us to regulatory investigations, litigation, fines, or other liabilities. Additionally, existing laws and regulations may be interpreted in ways that may affect our development, deployment, or use of AI technologies. Because the regulatory environment remains uncertain and continues to evolve, we may not be able to anticipate or respond effectively to new legal, regulatory, technical, or industry requirements, which could adversely affect our ability to develop, use, commercialize, or compete using AI technologies.
The adoption of AI technologies by our customers or competitors may also alter demand for our products and services or shift market expectations, which could adversely affect our business model, revenue mix, or competitive position. We also increasingly rely on third-party artificial intelligence technologies, including third-party models, tools, and platforms that may be integrated into our products or internal operations. These dependencies may introduce risks outside of our control, including risks related to model performance, security vulnerabilities, data handling practices, and compliance with applicable laws and regulations.
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 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 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 been passed in various U.S. states. 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.
We have instituted an internal AI Council to provide governance for our use of AI, and to help identify and mitigate risks associated with our and our vendors’ use of AI. In addition, certain of our AI-enabled offerings are designed to execute tasks autonomously within customer-defined governance frameworks. If these capabilities do not perform as intended, take erroneous or unintended actions, or are deployed in customer environments in ways we did not anticipate, they could disrupt customer networks, result in service outages or security exposures, give rise to contractual or other liability, and harm our reputation. We may also not achieve general availability of announced AI capabilities on the timelines we have communicated, or at all. However, we may not be able to anticipate or mitigate all risk. Our employees and contractors may use artificial intelligence tools in the course of their work. Improper or unauthorized use of such tools could result in the unintended disclosure of confidential or proprietary information, including trade secrets, or may expose us to intellectual property, data protection, or cybersecurity risks. 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 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.
Our products are designed to interface with our customers’ existing networks, each of which may have different specifications and utilize multiple protocol standards andstandards, products from other vendors.vendors, third-party platforms, operating systems, cloud environments, applications, and applications that we do not control. 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-operateinteroperate with many or all of the products within these networksthird-party products, as well as future productsproducts, to meet our customers’ requirements. If we findidentify errors in the existing software orsoftware, defects in thehardware, hardwarechanges usedto third-party platforms, modifications to application programming interfaces, delays in ouraccess customers’to networks,new releases, or restrictions on interoperability, we may need to modify our software networking solutions to fixmaintain or overcome these errors so that our products will inter-operate and scale with the existing software and hardware,compatibility, which could be costly.costly and time consuming. In addition, if our products do not inter-operatesuccessfully interoperate with those of our customers’ networks,networks or other third-party technologies, demand for our products could be adversely affected oraffected, orders for our products could be canceled.delayed or canceled, and the functionality of our offerings could be impaired. This could materially adversely affect our business, financial condition, operating results, and future financial performance.
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 because our expense levels are based on our expectations as to future revenues and, to a large extent, are fixed in the short term. Some third-party distributors have contractual terms that allow them to return products to usus, andincluding unexpected returns. Any or all of the foregoing could materially adversely affect our business, financial condition, operating results, and future financial performance.
Our sales to government and education customers may be adversely affected by public-sector procurement processes, budgetary constraints, and government contracting requirements.
We sell our products and services to customers in the government and education sectors, including federal, state, local governmental entities and educational institutions in the United States and in foreign countries, directly and through distributors, resellers, systems integrators, and other channel partners. Public-sector procurement may be subject to competitive bidding and other procurement procedures, budget approvals, appropriations, funding programs, and changing policy priorities. These processes can result in longer sales cycles, delayed or canceled orders, reduced or deferred spending, and increased price competition, making the timing and amount of revenue from these customers difficult to forecast.
Government procurement requirements vary across jurisdictions and may include local content requirements, cybersecurity certifications, data residency obligations, sovereignty requirements, and other regulatory conditions that can increase costs and complexity or limit our ability to compete for certain opportunities.
Contracts with public-sector customers may also include requirements relating to product certifications, security, data handling, reporting, audits, performance, and other compliance matters. If we or our channel partners fail to satisfy these requirements, or if our products or services fail to meet a public-sector customer’s requirements, we could lose current or future business, experience delayed payment or contract termination, or become subject to claims, penalties, or other contractual remedies. Any of these events could materially adversely affect our business, financial condition, operating results, and future financial performance.
SomeVolatility companies,in includingthe ours,trading thatprice haveof hadour volatilecommon marketstock priceshas, forin theirthe securitiespast, haveresulted hadin securities class action lawsuits filed against them.litigation. Such suits, regardless of the merits or outcome, can result in substantial costs and divert management’s attention and resources.
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 aA portion of our sales to U.S.-based educational institutions comesdepends fromon a federalgovernment funding programprograms, knownincluding asE-Rate. Changes in the E-Rateavailability, program.timing, E-Rateor is a programscope of thesuch Federalfunding Communicationscould Commissionadversely (theaffect “FCC”) that subsidizes the purchase of approved telecommunications, Internet access, and internal connection costsdemand 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 businessproducts. mayIn be harmed. Furthermore,addition, if state or local funding of public education is significantly reduced because of legislative or policy changes or by reductions in tax revenues dueresulting to changingfrom economic conditions, our sales to educational institutions maycould be negativelyadversely impacted by these changed conditions.impacted. 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 20232026 Credit Agreement, as amended (asfrom definedtime to time and discussed in Item 7, “Liquidity and Capital ResourcesResources,”), the lenders under such 20232026 Credit Agreement could foreclose on, and acquire control of, substantially all of our assets.
Our 2026 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.
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.
Management's Discussion & Analysis (MD&A)
New heading “Key Business Metrics:”
New heading “SaaS Annual Recurring Revenue (“SaaS ARR”)”
New heading “Fiscal year 2026”
Removed heading “Fiscal year 2023”
Removed heading “Business Combinations”
Largest changes
“We apply the acquisition method of accounting for business combinations. Under this method of accounting, all tangible and intangible assets acquired and liabilities assumed are recorded at their respective fair values at the 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 respect to expected future cash inflows and outflows, discount rates, intangibles and other asset lives, among other items. …”see in full comparison
“Borrowings under the 2026 Revolving Facility will bear interest at a fluctuating rate per annum equal to, at our option, either the Alternate Base Rate (as defined in the 2026 Credit Agreement) or the Adjusted Term SOFR Rate (as defined in the 2026 Credit Agreement) in each case, plus an applicable margin that is calculated based on our consolidated total net leverage ratio from time to time and ranges from 1.25% to 2.00% in the case of loans accruing interest based on the Adjusted Term SOFR Rate and from 0.25% to 1.00% in the case of loans accruing interest based on the Alternate Base Rate …”see in full comparison
“On July 29, 2026, we entered into a Credit Agreement (the “2026 Credit Agreement”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The 2026 Credit Agreement provides for a five-year revolving loan facility in an aggregate principal amount of $500.0 million (the “2026 Revolving Facility”). …”see in full comparison
“Financial covenants under the 2026 Credit Agreement require us to maintain (i) a consolidated interest charge coverage ratio of at least 3.00 to 1.00 at the end of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2026, and (ii) a consolidated total net leverage ratio not to exceed 3.75 to 1.00 (with a step-up to 4.25 to 1.00 for a specified period of time upon consummation of a material acquisition) at the end of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2026. …”see in full comparison
General and administrative expensessee in full comparisonincreaseddecreased by$39.7$14.3 million or39.7%10.3% for the year ended June 30,2025,2026, as compared to fiscal2024, primarily2025, due to a$16.3$25.9 millionincreasedecrease insystemexpensetransitionforcosts,legal costs related to litigation matters, a$6.8$9.5 million decrease in other costs primarily related to allocated information technology costs and depreciation, partially offset by a $9.0 million increase in personnel costs due to higher compensation and benefits costs, a$24.2$5.2 million increase inexpenseamortizationforoflegalcloudcostscomputingrelatedimplementationtocosts,litigationamatters$3.3 million increase in professional fees, a $2.6 million increase in software licensing costs, and a$1.5$1.0 million increase in other costs primarily related tothird-partysystemlicensingtransitionfees, 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.costs.
Full comparison: every changed paragraph (91)
The following 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.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 Networks, 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 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 reducesis designed to reduce 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 reducereducing the time to complete complex tasks.
The Company uses a fiscal calendar year ending on June 30. All references herein to “fiscal 2026” or “2026”; “fiscal 2025” or “2025"”; “fiscal 2024” or “2024”; “fiscalrepresent, 2023” or “2023” representrespectively, the fiscal years ended,ended respectively.June 30, 2026, June 30, 2025 and June 30, 2024.
Key Business Metrics:
SaaS Annual Recurring Revenue (“SaaS ARR”)
SaaS ARR is an operating metric used by management to measure the annualized value of customer arrangements for our software solutions, which are delivered via cloud-based subscription (such as Extreme Platform ONE, generally available July 2025, and ExtremeCloud IQ) or term-based software deployed on-premises by the customer. We include term-based license arrangements in SaaS ARR because they provide time-bound access to our software solutions and are operationally and economically similar to our cloud-based subscriptions, even though they are accounted for differently under U.S. GAAP.
SaaS ARR is calculated using the annualized value of quarterly subscription revenue plus the trailing twelve months of the software license portion of term-based license arrangements, which includes revenue recognized during the applicable period with respect to multi-year term-based license arrangements. The Company has not adjusted SaaS ARR to allocate revenue from these multi-year term-based license arrangements over their contractual term because they have historically been immaterial to SaaS ARR and doing so would not be expected to materially affect reported SaaS ARR or related growth rates. For those software solutions that include embedded support as part of a bundled offering, including Extreme Platform ONE and term-based license arrangements, the quarterly revenue recognized in the period with respect to the support portion of the offering is annualized and included in SaaS ARR.
SaaS ARR excludes perpetual licenses, professional services revenue, support revenue associated with hardware or standalone maintenance contracts, and other non-recurring or non-subscription revenue streams. Management evaluates and manages support revenues from maintenance contracts primarily through analysis of the related GAAP revenue trends, renewal activity, and customer support operations, together with broader business performance indicators, rather than through a single standalone metric, in part due to the Company’s go-to-market model in which many customers transact through distributors and resellers, limiting consistent visibility into end-customer usage and renewals.
Management uses SaaS ARR to evaluate the scale and trajectory of the Company’s subscription-based offerings and progress against customer adoption initiatives. We believe this metric is useful to investors for the same reasons, as it provides insight into our ability to acquire new customers and to maintain and expand our existing customer relationships. SaaS ARR should be considered independently of revenue or deferred revenue under U.S. GAAP, does not have a standardized meaning, and is not a substitute for, or a forecast of, revenue.
As of June 30, 2026, our SaaS ARR was $244.3 million, which was 17.7% higher than our SaaS ARR of $207.6 million as of June 30, 2025. The increase in SaaS ARR was primarily due to continued growth in our subscription business as a result of increased adoption of our cloud network management solutions, including Extreme Platform ONE. Support revenues from maintenance contracts included in Subscription and support revenues but excluded from SaaS ARR were $235.3 million and $234.2 million, representing 49.6% and 53.8% of total Subscription and support revenues, respectively, for the years ended June 30, 2026 and 2025.
Net revenues of $1,140.1 million, increased 2.0% from fiscal 2024 net revenues of $1,117.2 million.
ProductNet revenues of $704.5$1,283.6 million, increased 0.7%12.6% from fiscal 20242025 productnet revenues of $699.3$1,140.1 million.
Subscription and supportProduct revenues of $435.6$809.6 million, increased 4.2%14.9% from fiscal 20242025 subscription and supportproduct revenues of $417.9$704.5 million.
Total gross margin of 62.2% of net revenues in fiscal 2025, compared to 56.5% in fiscal 2024.
OperatingSubscription incomeand support revenues of $35.9$474.0 millionmillion, inincreased 8.8% from fiscal 2025,2025 comparedsubscription toand operatingsupport lossrevenues of $65.2$435.6 million in fiscal 2024.million.
Total gross margin of 61.5% of net revenues in fiscal 2026, compared to 62.2% in fiscal 2025.
Operating income of $62.7 million in fiscal 2026, compared to operating income of $16.9 million in fiscal 2025.
Net income of $42.1 million in fiscal 2026, compared to net loss of $7.5 million in fiscal 2025.
Net loss was $7.5 million in fiscal 2025, compared to net loss of $86.0 million in fiscal 2024.
Cash flow provided by operating activities of $152.0$123.2 million, compared to cash flow provided by operating activities of $55.5$152.0 million in fiscal 2024,2025, ana increasedecrease of $96.5$28.8 million. Cash and cash equivalents were $231.7$211.8 million as of June 30, 2025,2026, ana increasedecrease of $75.0approximately $20.0 million, compared to $156.7$231.7 million at the end of fiscal 2024.2025.
We generate product revenues primarily from sales of our networking equipment. We derive subscription and support revenues primarily from sales of our subscription and support offerings which includes SaaS offerings, maintenance contracts, professional services and training for our products. Prior to fiscal 2024, we referred to subscription and support revenue as “service and subscription revenue;” however, the composition of subscription and support revenue has not been modified.
Product revenues increased $5.2$105.2 million or 0.7%14.9% for the year ended June 30, 2025,2026, compared to fiscal 2024.2025. The product revenues increase for the year ended June 30, 20252026 as compared to fiscal 20242025 was primarily driven by higheraverage bookingsselling price improvements as a result of price increases implemented during fiscal 2026 and shipmentschanges in theproduct 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.mix.
Product revenues decreasedincreased $233.2$5.2 million or 25.0%0.7% for the year ended June 30, 2024,2025, compared to fiscal 2023.2024. The product revenues decreaseincrease for the year ended June 30, 20242025 as compared to fiscal 20232024 was primarily driven by lowerhigher bookings and shipments asin wellthe assecond 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 easing of supply chain constraints and macroeconomic conditions Subscription and support revenues increased $17.7 million or 4.2% for the year ended June 30, 2025, compared to fiscal 2024. The increase in subscription and support revenues was primarily due to increased adoption of our cloud network management solutions and continued growth in our subscription business.conditions.
Subscription and support revenues increased $37.9$38.4 million or 10.0%8.8% for the year ended June 30, 2024,2026, compared to fiscal 2023.2025. The increase in subscription and support revenues was primarilydriven due toby increased adoption of our cloud network management solutions, higherincluding attachmentExtreme ratesPlatform of cloud support services on product sales, and continued growth in our subscription business.ONE.
Subscription and support revenues increased $17.7 million or 4.2% for the year ended June 30, 2025, compared to fiscal 2024. The increase in subscription and support revenues was due to increased adoption of our cloud network management solutions and continued growth in our subscription business.
Cost of product revenues includes costs of materials, amounts paid to third-party contractoriginal design 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 management, manufacturing engineering, quality assurance, development of test 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, VietnamVietnam, Thailand and the Philippines.
Product gross profit increased to $403.6$54.3 million or 13.5% for the year ended June 30, 2025,2026 fromas $333.5compared millionto the corresponding period in fiscal 2024,2025. primarilyThe increase in product gross profit was due to higherthe increase in product revenues asof well$105.2 as lower provisions for excess and obsolete inventory and lower warranty costs,million, partially offset by highera overheadproportional andincrease in direct product costs and, to a lesser extent, increased distribution costs relatedof to$8.2 increasedmillion purchasesand an increase in purchase price variances of inventory.$10.6 million driven by higher memory component costs.
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 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.
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.
Subscription and supportProduct gross profit increased to $305.5$70.1 million or 21.0% for the year ended June 30, 2025,2025 fromas $297.3compared millionto the corresponding period in fiscal 2024,2024. primarilyThe increase in product gross profit was due to higher subscriptionproduct revenues,revenues as well as lower provisions for excess and obsolete inventory and lower warranty costs, partially offset by higher personneloverhead and distribution costs andrelated to increased cloudpurchases serviceof costs.inventory.
Our cost of subscription and support revenues consist 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.
Subscription and support gross profit increased to $297.3$25.7 million or 8.4% for the year ended June 30, 2024,2026, fromas $248.6compared millionto the corresponding period in fiscal 2023,2025. primarilyThe increase in subscription and support gross profit was due to higher subscription and support revenues andof lower$38.4 headcountmillion related to increased adoption of our Extreme Platform ONE subscription, partially offset by $10.0 million of higher professionalsubscription serviceshosting feescosts and increased$3.9 cloudmillion servicein higher personnel costs.
Subscription and support gross profit increased $8.2 million or 2.7% for the year ended June 30, 2025, as compared to the corresponding period in fiscal 2024. The increase in subscription and support gross profit was due to higher subscription revenues, partially offset by higher personnel costs and increased cloud service costs.
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.
Research and development expenses increased by $9.5 million or 4.5% for the year ended June 30, 2025 as compared to fiscal 2024, primarily due to a $10.5 million increase in personnel costs due to increased compensation and benefits costs, a $2.9 million increase in other costs primarily related to software costs, professional service fees, non-recurring engineering project costs and travel costs and a $2.6 million increase in information technology costs, offset by a $6.5 million decrease in contractor costs.
Research and development expenses decreasedincreased by $2.3$12.4 million or 1.1%5.6% for the year ended June 30, 20242026 as compared to fiscal 2023, primarily2025, due to a $2.8$5.7 million decreaseincrease in personnel costs due to lowerincreased compensation and benefits costs andcosts, a $2.9 million decrease in non-recurring engineering project costs, offset by a $3.4$4.0 million increase in contractorinformation technology costs, and a $2.7 million increase in other costs primarily related to engineering project costs.
Research and development expenses increased by $9.5 million or 4.5% for the year ended June 30, 2025 as compared to fiscal 2024, due to a $10.5 million increase in personnel costs due to increased compensation and benefits costs, a $2.9 million increase in other costs primarily related to software costs, professional service fees, non-recurring engineering project costs and travel costs and a $2.6 million increase in information technology costs, offset by a $6.5 million decrease in contractor costs.
Sales and marketing expenses decreased by $18.2 million or 5.3% for the year ended June 30, 2025, as compared to fiscal 2024, primarily due to a $9.8 million decrease in personnel costs due to lower head count, a $3.1 million decrease in contractor costs and professional fees, a $2.6 million decrease in information technology and facilities costs, a $2.3 million decrease in travel costs, and $0.4 million in other expenses primarily related to lower depreciation expense.
Sales and marketing expenses increased by $8.9$36.7 million or 2.6%11.2% for the year ended June 30, 2024,2026, as compared to fiscal 2023, primarily2025, due to a $1.5$17.2 million increase in personnel costs due to higherincreased salariescompensation and benefits costs, a $7.2$9.9 million increase in sales promotions and marketing relatedcosts expenses,due andto higher sales commissions, a $1.2$5.5 million increase in professionalinformation fees,technology offsetcosts, byand a $1.0$4.1 million decreaseincrease in other costscost primarily related to contractorprofessional costsservice fees and travel costs.
Sales and marketing expenses decreased by $18.2 million or 5.3% for the year ended June 30, 2025, as compared to fiscal 2024, due to a $9.8 million decrease in personnel costs due to lower head count, a $3.1 million decrease in contractor costs and professional fees, a $2.6 million decrease in information technology and facilities costs, a $2.3 million decrease in travel costs, and $0.4 million in other expenses primarily related to lower depreciation expense.
General and administrative expenses consist primarily of personnel costs (which includes compensation, benefits and share-based compensation), legal and professional service costs, travel and facilities and information technology costs.
General and administrative expenses increaseddecreased by $39.7$14.3 million or 39.7%10.3% for the year ended June 30, 2025,2026, as compared to fiscal 2024, primarily2025, due to a $16.3$25.9 million increasedecrease in systemexpense transitionfor costs,legal costs related to litigation matters, a $6.8$9.5 million decrease in other costs primarily related to allocated information technology costs and depreciation, partially offset by a $9.0 million increase in personnel costs due to higher compensation and benefits costs, a $24.2$5.2 million increase in expenseamortization forof legalcloud costscomputing relatedimplementation tocosts, litigationa matters$3.3 million increase in professional fees, a $2.6 million increase in software licensing costs, and a $1.5$1.0 million increase in other costs primarily related to third-partysystem licensingtransition 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.costs.
General and administrative expenses increased by $10.0$39.7 million or 11.1%39.7% for the year ended June 30, 2024,2025, as compared to fiscal 2023, primarily2024, due to a $2.5$16.3 million increase in system transition costs, a $6.8 million increase in personnel costs due to higher salariescompensation and benefits costs, a $3.4$24.2 million increase in professionalexpense feesfor legal costs related to litigation matters and a $1.5 million increase in other costs 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, information technology and travel costs, partially offset by a $2.6$5.2 million decrease in otherprofessional expensesservice primarilyfees forand a $4.0 million decrease in depreciation expense.
Fiscal year 2026
During fiscal 2026, we completed the restructuring plans initiated in prior years and incurred restructuring charges of $0.5 million related to severance and benefits costs and asset disposal costs related to those plans. Additionally, we recorded approximately $0.7 million in restructuring charges related to a one-time early termination fee for a facility lease exit. Refer to Note 14, Restructuring and Related Charges, in the Notes to Consolidated Financial Statements included elsewhere in this Report for additional information.
During fiscal 2025, the Companywe recorded $1.5 million of restructuring charges which were primarily related to severance and benefits costs and professional services fees associated with the reduction-in-force actions related to the “Q2 2024 Plan” and “Q3 2024 Plan”, each as described in Note 14, Restructuring and Related Charges, in the Notes to the Consolidated Financial Statements included elsewhere in this Report.
During fiscal 2024, the Companywe recorded $36.3 million of restructuring charges which were primarily related to severance and benefits costs and professional services fees associated with the reduction-in-force actions related to the “Q1 2024 Plan”, “Q2 2024 Plan”, and “Q3 2024 Plan”, each as described in Note 14, Restructuring and Related Charges, in the Notes to the Consolidated Financial Statements included elsewhere in this Report.
Fiscal year 2023
During fiscal 2023, the Company recorded $2.9 million of restructuring charges which was primarily comprised of $2.0 million of facility related charges related to our previously impaired facilities and $0.9 million in charges associated with our restructuring plan initiated in the third quarter of fiscal 2023 to transform our business and facilities infrastructure.
We recorded $1.7 million, $2.0 million and $2.0 million of amortization expense in operating expenses for eachintangible ofassets related to certain intangibles from previous acquisitions for the fiscal years ended June 30, 2025,2026, 20242025 and 20232024, in operating expenses primarily for certain intangibles related to previous acquisitions.respectively. There were no acquisitions or impairments of intangible assets during fiscal years 2025,ended 2024June or30, 2023.2026, 2025 and 2024.
Interest income was $4.2 million, $4.3 million,million and $4.6 million and $3.2 million infor fiscal years ended June 30, 2025,2026, 20242025 and 2023,2024, respectively. The decrease in interest income inbetween theeach fiscal year ended June 30, 2025 as compared to fiscal 2024 was primarily driven by lower interest earned on cash deposits. The increase in interest income in the fiscal year ended June 30, 2024 as compared to fiscal 2023 was primarily driven by higher interest earned on cash deposits.
We recorded $13.8 million, $15.9 million, $17.0 million, and $17.4$17.0 million of interest expense for fiscal years ended June 30, 2025,2026, 20242025 and 2023,2024, respectively. The decrease in interest expense inbetween each fiscal year ended June 30, 2025 as compared to fiscal 2024 was primarily driven by lower interest rates on lower outstanding balances under the 2023Amended Credit Agreement. The decrease in interest expense in fiscal year ended June 30, 2024 as compared to fiscal 2023 was primarily driven by lower carrying balances under the 2023 Credit Agreement.
We had other expense, net of $1.6 million and $1.1 million and other income, net of less than $0.1 million and $0.1 million in fiscal years ended June 30, 2025,2026, 20242025 and 2023,2024, respectively. The other income (expense), net for fiscal years ended June 30, 2025,2026, 2025 and 2024 and 2023 was primarily due to foreign exchange gains or losses from the revaluation of certain assets and liabilities denominated in foreign currencies into U.S. Dollars.
We 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,Global Intangible Low-Tax Income (“GILTI”), (ii) the full valuation ofallowance against 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, 2025,2026, 20242025 and 2023,2024, we recorded income tax provisions of $9.4 million, $11.7 million, and $8.5 million, and $16.0 million respectively.
For fiscal 2025,years 20242026, 2025 and 2023,2024, our tax provision is primarily related to (i) taxes on our foreign operations, including foreign withholding taxes remitted to foreign tax authorities by customers on our behalf, (ii) US federal taxes resulting from our US operations, (iii) tax expense related to the establishment of a U.S. deferred tax liability for amortizable goodwill resulting from the acquisition of Enterasys Networks, Inc., the WLAN Business, the Campus Fabric Business and the Data Center Business and (iv) state taxes in states where we have exhausted available Netnet Operatingoperating Losseslosses or are subject to certain franchise taxes qualifying as income tax under the relevant tax accounting guidance.
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 15, Income Taxes, in the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 2, Summary of Significant Accounting Policies, in Notes to the Consolidated Financial 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 amounts of assets and liabilities and the disclosure 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. By their nature, these estimates, assumptions and judgments are subject to an inherent degree of uncertainty. We base our estimates, assumptions and judgments on historical experience, market trends and other factors that are believed to be reasonable under the circumstances. Estimates, assumptions and judgments are reviewed on an ongoing basis and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results may differ from these estimates under different assumptions or conditions. We believe the critical accounting policiesestimates stateddescribed below, among others, affect ourrequire more significant judgments and estimates when used in the preparation of our consolidated financial statements. Historically, our assumptions, judgments and estimates relative to ourthese critical accounting policiesareas have not differed materially from actual results.
We consider customer 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 areis 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.
What changed in the latest 10-Q
Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended June 30, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Key Business Metrics”
New heading “SaaS Annual Recurring Revenue (“SaaS ARR”)”
Largest changes
“General and administrative expenses increased by $1.1 million or 1.8% for the six months ended December 31, 2025 as compared to the corresponding period in fiscal 2025. …”see in full comparison
“For the three and nine months ended March 31, 2025, we recorded a restructuring benefit of $0.4 million and restructuring charges of $1.9 million, respectively, which primarily consisted of additions to severance and benefits costs and professional services fees as well as reversals of previously established accruals related to unused severance benefits associated with the reduction-in-force actions related to the “Q2 2024 Plan,” and “Q3 2024 Plan,” each as described in Note 13, Restructuring and Related Charges (Benefits), in Notes to Condensed Consolidated Financial Statements included …”see in full comparison
“For the three and six months ended December 31, 2025, we recorded restructuring charges of $0.2 million and $0.5 million, respectively, which primarily consisted of asset disposal costs and reversals of previously established accruals related to unused severance benefits associated with the reduction-in-force actions related to the “Q2 2024 Plan”, and “2023 Plan”, each as described in Note 13, Restructuring and Related Charges, in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.”see in full comparison
For thesee in full comparisonthree and sixnine months endedDecemberMarch 31,2024,2026, we recorded restructuringand relatedcharges of$1.0 million and $2.3$0.5 million,respectively,which primarily consisted ofadditionalseverance andbenefitsbenefit costs andprofessionalassetservicesdisposalfees associated with the reduction-in-force actionscosts related to the“Q2restructuring2024plansPlan”,executedandin“Q3prior2024 Plan”, eachyears, as described in Note 13, Restructuring and RelatedCharges,Charges (Benefits), in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.
Full comparison: every changed paragraph (77)
This Quarterly Report on Form 10-Q for the secondthird quarter ended DecemberMarch 31, 20252026 (this “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including in particular, our expectations regarding market demands, customer requirements and the general economic environment, future results of operations, and other statements that include words such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar expressions. These forward-looking statements involve risks and uncertainties. We caution investors that actual results may differ materially from those projected in the forward-looking statements as a result of certain risk factors identified in the section entitled “Risk Factors” in this Report, our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and other filings we have made with the Securities and Exchange Commission. These risk factors include, but are not limited to: adverse general economic conditions; fluctuations in demand for our products and services; a highly competitive business environment for network switching equipment; our effectiveness in controlling expenses; the possibility that we might experience delays in the development or introduction of new technology and products; customer response to our new technology and products; fluctuations in the global economy, including as a result of political, social, economic, and regulatory factors, currency fluctuations, and tariff and trade policies; geopolitical tensions and conflicts; risks related to pending or future litigation and dependency on third parties for certain components and for the manufacturing of our products.
Extreme Networks, Inc. (“Extreme,” “Company,” “we,” “us” and “our”) 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 (“AI”), 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 software-defined wide area-networkarea network (“SD-WAN”) infrastructure equipment. Our Extreme Platform ONETM solution, announced in December 2024 and made generally available in July 2025, is a technology platform that is designed to reduce 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—reducing the time to complete complex tasks.
Enterprises across every industry are going through unprecedented changes, such as digital transformation initiatives, migrating their workloads to cloud-based environments, modernizing applications, finding new ways to leverage generative, multimodal and agentic AI technology, and adapting to a distributed workforce. 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 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 a single platform that integrates AI networking and security is critical to help reduce complexity and minimize the time it takes to complete tasks. A new category has emerged in the industry to address challenges related to managing the breadth and depth of complexities related to network administration, deployment and on-goingongoing management termed AI for networking. This new category is defined by innovation in generative, multimodal and agentic AI technology.
Universal switches (77208000 Series /5720 7000 Series /5520 5000 Series /5420 4000 Series /5320/4220/4120 Industrial and other) support fabric or traditional networking with a choice of cloud or on-premises (air-gapped or cloud connected) management.
Universal Wi-Fi 6 / 6E / 7 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.
Key Business Metrics
Management uses certain supplemental operational metrics, including SaaS annual recurring revenue (“SaaS ARR”), to provide insight into trends in customer relationships over time, including customer acquisition, retention, and expansion of subscription offerings.
SaaS Annual Recurring Revenue (“SaaS ARR”)
SaaS ARR represents the annualized value of our subscription offerings and the renewable, term-based license portion of software license arrangements. SaaS ARR excludes perpetual licenses, upfront license fees, variable or non-recurring revenue, professional services revenue, support revenue from maintenance contracts, and other non-subscription revenue. SaaS ARR reflects the annual recurring revenue associated with Extreme Platform ONE (which includes embedded support), ExtremeCloud IQ, and other subscription revenue, based on the annualized value of quarterly subscription revenue and the trailing twelve months of term-based license revenue. Management uses SaaS ARR to evaluate the scale and trajectory of the Company’s subscription-based offerings and progress against customer adoption initiatives. We believe this metric is useful to investors for the same reasons, as it provides insight into our ability to acquire new customers and to maintain and expand our existing customer relationships. SaaS ARR is an operating metric and should be considered independently of revenue or deferred revenue determined in accordance with U.S. GAAP. SaaS ARR does not have a standardized meaning and therefore may not be comparable to similarly titled measures presented by other companies. SaaS ARR is not intended to be a replacement for, or a forecast of, revenue.
As of March 31, 2026, our SaaS ARR was $236.4 million, which was 28.6% higher than SaaS ARR of $184.0 million as of March 31, 2025. The increase in SaaS ARR was primarily due to increased adoption of our cloud network management solutions and continued growth in our subscription business.
During the secondthird quarter of fiscal 2026, we achieved the following results:
Net revenues of $317.9$316.9 million compared to $279.4$284.5 million in the secondthird quarter of fiscal 2025.
Product revenues of $197.8$199.3 million compared to $172.3$178.1 million in the secondthird quarter of fiscal 2025.
Subscription and support revenues of $120.2$117.5 million compared to $107.1$106.4 million in the secondthird quarter of fiscal 2025.
Total gross margin of 61.4%61.7% of net revenues compared to 62.7%61.7% of net revenues in the secondthird quarter of fiscal 2025.
Operating income of $13.0 million compared to operating income of $12.7 million in the second quarter of fiscal 2025.
NetOperating income of $7.9$17.3 million compared to $7.4$10.4 million in the secondthird quarter of fiscal 2025.
During the first six months of fiscal 2026, we reflected the following results:
CashNet flows provided by operating activitiesincome of $36.1$10.6 million compared to $40.1$3.5 million in the sixthird monthsquarter endedof Decemberfiscal 31, 2024.2025.
During the first nine months of fiscal 2026, we reported the following results:
Cash andflows cashprovided equivalentsby operating activities of $219.8$50.3 million as of December 31, 2025 compared to $231.7$70.1 million asin ofthe Junenine 30,months ended March 31, 2025.
Cash and cash equivalents of $210.1 million as of March 31, 2026 compared to $231.7 million as of June 30, 2025.
We generate product revenues primarily from sales of our networking equipment. We derive subscription and support revenues primarily from sales of our subscription and support offeringsofferings, which include SaaS subscription offerings, maintenance contracts, professional services and training for our products.
Product revenues increased $21.3 million or 12.0% for the three months ended March 31, 2026 as compared to the corresponding period in fiscal 2025. The increase in product revenues was attributed to average selling price improvements as a result of price increases implemented during fiscal 2026. Product revenues increased $78.5 million or 15.3% for the nine months ended March 31, 2026 as compared to the corresponding period in fiscal 2025. The increase in product revenues was due to higher shipments and increases in average selling price.
Product revenues increased $25.5 million or 14.8% for the three months ended December 31, 2025 as compared to the corresponding period in fiscal 2025. Product revenues increased $57.3 million or 17.1% for the six months ended December 31, 2025 as compared to the corresponding period in fiscal 2025. The increase in product revenues was primarily due to strong demand for our products, which contributed to higher bookings and higher shipments than the corresponding period in fiscal 2025.
Subscription and support revenues increased $13.1$11.1 million or 12.2%10.4% for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. Subscription and support revenues increased $22.4$33.4 million or 10.4% for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in subscription and support revenues was driven by increased adoption of our cloud network management solutionssolutions, andincluding continuedPlatform growth in our subscription business.ONE.
Product gross profit increased $11.1 million or 11.1%10.9% for the three months ended DecemberMarch 31, 2025 as compared to the corresponding period in fiscal 2025. Product gross profit increased $26.1 million or 13.6% for the six months ended December 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in product gross profit was primarily due to higherthe increase in product revenues,revenues of $21.3 million, partially offset by a corresponding increase in direct product costs and increased distribution costs of $1.4 million driven by higher shipments and unfavorablean increase in purchase price variancevariances relatedof to$4.2 increasedmillion costsdriven forby higher memory components.component costs.
Subscription and supportProduct gross profit increased $8.8$37.3 million or 11.7%12.7% for the threenine months ended DecemberMarch 31, 2025 as compared to the corresponding period in fiscal 2025. Subscription and support gross profit increased $12.3 million or 8.1% for the six months ended December 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in subscription and supportproduct gross profit was primarily due to higherthe subscriptionincrease revenues,in product revenues of $78.6 million, partially offset by highera subscriptioncorresponding hostingincrease in direct product costs and professionalincreased servicesdistribution costs of $7.9 million driven by higher shipments and an increase in purchase price variances of $7.5 million driven by higher memory component costs.
Subscription and support gross profit increased $9.0 million or 12.3% for the three months ended March 31, 2026 as compared to the corresponding period in fiscal 2025. The increase in subscription and support gross profit was primarily due to higher subscription revenues of $11.1 million related to increased adoption of the Company’s Platform ONE subscription, partially offset by $2.6 million of higher subscription hosting costs.
Subscription and support gross profit increased $21.3 million or 9.5% for the nine months ended March 31, 2026 as compared to the corresponding period in fiscal 2025. The increase in subscription and support gross profit was primarily due to higher subscription revenues of $33.4 million related to increased adoption of the Company’s Platform ONE subscription, partially offset by $8.4 million of higher subscription hosting costs and $3.1 of personnel costs related to the fulfillment of support contracts.
Research and development expenses increased by $2.6$3.5 million or 4.8%6.3% for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in research and development expenses was primarily due to a $1.3$1.5 million increase in personnel costs due to higher compensation and benefits costs, a $1.1 million increase in engineering project costs, and a $0.9$1.0 million increase in information technology,technology and equipment costs, and a $1.0 million increase in other expenses primarily consisting of engineering project costs and depreciation costs, offset by a $0.7 million decrease in facilities and occupancy related costs.
Research and development expenses increased by $5.9$9.5 million or 5.4%5.7% for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in research and development expenses was primarily due to a $3.4$4.9 million increase in personnel costs due to higher compensation and benefits costs, a $2.0$2.6 million increase in engineering project costs, and a $1.6$2.0 million increase in information technology,technology and equipment costs and depreciation costs, offset by a $1.1 million decrease in facilities and occupancy related costs.
Sales and marketing expenses increased by $9.4 million or 11.8% for the three months ended December 31, 2025 as compared to the corresponding period in fiscal 2025. The increase in sales and marketing expenses was primarily due to a $4.0 million increase in sales and marketing costs primarily related to higher sales commissions, a $3.6 million increase in personnel costs due to higher headcount and higher salaries and benefits costs and a $1.8 million increase in other expenses primarily related to information technology and equipment costs and professional fees.
Sales and marketing expenses increased by $17.0$9.2 million or 10.5%11.5% for the sixthree months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in sales and marketing expenses was primarily due to a $8.2$4.9 million increase in personnel costs due to higher headcount and higher salariescompensation and benefits costs, a $6.0$2.0 million increase in sales and marketing costs primarily related to higher sales commissions and higher travel costs,commissions, a $1.7$1.5 million increase in information technology and equipment costs, and a $1.1$0.8 million increase in other expenses primarily related to professional fees.fees and travel costs.
Sales and marketing expenses increased by $26.2 million or 10.9% for the nine months ended March 31, 2026 as compared to the corresponding period in fiscal 2025. The increase in sales and marketing expenses was primarily due to a $13.1 million increase in personnel costs due to higher compensation and benefits costs, a $7.3 million increase in sales commissions, a $3.3 million increase in information technology and equipment costs, a $1.7 million increase in professional fees, and a $0.8 million increase in travel expenses.
General and administrative expenses remained relatively flat year over year with an increase of less than $0.1 million or 0.3% for the three months ended March 31, 2026 as compared to the corresponding period in fiscal 2025.
General and administrative expenses increased by $8.5$1.2 million or 32.7%1.3% for the threenine months ended DecemberMarch 31, 20252026 as compared to the corresponding period in fiscal 2025. The increase in general and administrative expenses was primarily due to a $3.8 million increase in professional fees, a $2.4$5.9 million increase in personnel costs due to higher headcount and higher salaries and benefits costs, a $2.4$2.9 million increase in amortization expense related to cloud computing implementation costs, and a $2.0 million increase in system transition costs, partially offset by a $0.1$9.6 million decrease in legal costs related to litigation matters.matters, net of insurance recoveries.
General and administrative expenses increased by $1.1 million or 1.8% for the six months ended December 31, 2025 as compared to the corresponding period in fiscal 2025. The increase in general and administrative expenses was primarily due to a $4.4 million increase in personnel costs due to higher headcount and higher salaries and benefits costs, a $3.1 million increase in professional fees, a $2.0 million increase in software licensing costs and a $2.0 million increase in system transition costs, partially offset by a $8.8 million decrease in legal costs related to litigation matters, a $1.2 million decrease in depreciation costs and a $0.4 million decrease in other expenses primarily related to information technology and equipment costs.
Restructuring and Related Charges (Benefits)
For the three and six months ended December 31, 2025, we recorded restructuring charges of $0.2 million and $0.5 million, respectively, which primarily consisted of asset disposal costs and reversals of previously established accruals related to unused severance benefits associated with the reduction-in-force actions related to the “Q2 2024 Plan”, and “2023 Plan”, each as described in Note 13, Restructuring and Related Charges, in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.
For the three and sixnine months ended DecemberMarch 31, 2024,2026, we recorded restructuring and related charges of $1.0 million and $2.3$0.5 million, respectively, which primarily consisted of additional severance and benefitsbenefit costs and professionalasset servicesdisposal fees associated with the reduction-in-force actionscosts related to the “Q2restructuring 2024plans Plan”,executed andin “Q3prior 2024 Plan”, eachyears, as described in Note 13, Restructuring and Related Charges,Charges (Benefits), in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.
For the three and nine months ended March 31, 2025, we recorded a restructuring benefit of $0.4 million and restructuring charges of $1.9 million, respectively, which primarily consisted of additions to severance and benefits costs and professional services fees as well as reversals of previously established accruals related to unused severance benefits associated with the reduction-in-force actions related to the “Q2 2024 Plan,” and “Q3 2024 Plan,” each as described in Note 13, Restructuring and Related Charges (Benefits), in Notes to Condensed Consolidated Financial Statements included elsewhere in this Report.
During the three months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded $0.4 million and $0.5 million of operating expenses, respectively, related to the amortization of intangible assets.
During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded $0.9$1.3 million and $1.0$1.5 million of operating expenses, respectively, related to the amortization of intangible assets.
During each of the three months ended March 31, 2026 and 2025, we recorded $1.0 million in interest income.
During the three months ended December 31, 2025 and 2024, we recorded $1.1 million and $0.8 million, respectively, in interest income. The increase in interest income was primarily related to the higher interest earned on our cash accounts due to higher interest rates as well as higher cash and cash equivalents balances held during the second quarter in fiscal 2026.
During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded $2.3$3.3 million and $1.7$2.7 million, respectively, in interest income. The increase in interest income was primarily related to the higher interest earned on our cash accounts due to interest rates as well as higher cash and cash equivalents balances held during the first half of fiscal 2026.
During the three months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded $3.4$3.2 million and $4.2$3.8 million, respectively, in interest expense related to the debt obligations held under our Amended Credit Agreement. The decrease in interest expense was primarily due to lower average interest rates under the Amended Credit Agreement.
During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded $7.0$10.3 million and $8.6$12.4 million, respectively, in interest expense related to the debt obligations held under our Amended Credit Agreement. The decrease in interest expense was primarily due to lower average interest rates under the Amended Credit Agreement.
Other Income (Expense),Expense, Net
During the three months ended December 31, 2025 and 2024, we recorded other expense, net of $0.4 million and other income, net of $0.7 million, respectively. The other income (expense), net for each period primarily related to the foreign exchange impact from the revaluation of certain assets and liabilities denominated in foreign currencies into U.S. Dollars.
During the sixthree months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded other expense, net of $0.8$0.3 million and less than $0.1$0.4 million, respectively. The other expense, net for each period primarily related to the foreign exchange impact from the revaluation of certain assets and liabilities denominated in foreign currencies into U.S. Dollars.
During the nine months ended March 31, 2026 and 2025, we recorded other expense, net of $1.1 million and $0.4 million, respectively. The other expense, net for each period primarily related to the foreign exchange impact from the revaluation of certain assets and liabilities denominated in foreign currencies into U.S. Dollars.
For the three months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded an income tax provision of $2.5$4.2 million and $2.6$3.7 million, respectively.
For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we recorded an income tax provision of $5.3$9.5 million and $4.1$7.8 million, respectively.
The income tax provisions for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 consisted of (1) taxes on the income of our foreign subsidiaries, (2) state taxes in jurisdictions where we have no remaining state net operating losses, (3) foreign withholding taxes, and (4) tax expense associated with the establishment of a U.S. deferred tax liability for amortizable goodwill resulting from the acquisition of Enterasys Networks, Inc., the WLAN business from Zebra Technologies Corporation, the Campus Fabric Business from Avaya LLC and the Data Center Business from Brocade Communications System.Systems.
As of DecemberMarch 31, 2025,2026, our principal sources of liquidity consisted of cash and cash equivalents of $219.8$210.1 million, accounts receivable, net of $152.4$162.7 million, and available borrowings under our 2023 Revolving Facility of $135.8$105.8 million. Our principal uses of cash include the purchase of finished goods inventory from our contract manufacturers, payroll and other operating expenses related to the development and marketing of our products, purchases of property and equipment, repayments of debt and related interest and share repurchases. We believe that our $219.8$210.1 million of cash and cash equivalents atas Decemberof March 31, 2025,2026, our cash flow from operations and the availability of borrowings from the 2023 Revolving Facility will be sufficient to fund our planned operations for at least the next 12 months and into the foreseeable future.
On February 18, 2025, we announced that our Board had authorized management to repurchase up to $200 million of shares of the Company'sCompany’s common stock over a three-year period, commencing July 1, 2025 (the “2025 Repurchase Program”). Under thesethis repurchase programs,program, 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 theirits evaluation of market conditions, stock price, Extreme’s ongoing determination that it is the best use of available cash and other factors. The 2025 Repurchase Program does not obligate us to acquire any shares of our common stock, and it may be suspended or terminated at any time without prior notice and will be subject to regulatory considerations. During the three months ended December 31, 2025, the Company did not repurchase any shares of its common stock. During the six months ended December 31, 2025, we repurchased a total of 577,281 shares of our common stock on the open market at a total cost of $12.0 million with an average price of $20.79 per share. As of December 31, 2025, the Company had $188.0 million available under the 2025 Repurchase Program.
On January 30, 2026, the Company entered into an accelerated share repurchase agreement (the “2026 ASR”) to repurchase shares of the Company’s common stock as part of the 2025 Repurchase Program. Pursuant to the 2026 ASR and during the three months ended March 31, 2026, the Company paid $50 million for an initial delivery of 2,957,550 shares valued at $43.1 million with an average price of $14.58 per share. The remaining balance of $6.9 million was recorded in “Additional paid-in capital” as a forward contract in the Company’s common stock. The forward contract was settled on April 24, 2026 and the Company received an additional 342,257 shares of its common stock.
During the nine months ended March 31, 2026, we repurchased a total of 3,534,831 shares of its common stock, including the 2,957,550 shares purchased as part of the 2026 ASR, at a total cost of $55.1 million, excluding the $6.9 million included in additional paid-in capital in the condensed consolidated balance sheet as of March 31, 2026 for the unsettled portion, with an average price of $15.59 per share. As of March 31, 2026, the Company had $138.0 million available under the 2025 Repurchase Program.
EXTR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 21 filings (6 insiders, 18 trade dates, 848,917 shares, about $22.1M; 17 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -848,917 (purchases minus sales); net value about -$22.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Meyercord Edward |
Open-market sale |
50,000 | $21.77 | $1.1M |
| 2026-09-01 | Meyercord Edward |
Open-market sale |
50,000 | $21.90 | $1.1M |
| 2026-08-21 | Rhodes Kevin R |
Open-market sale |
21,825 | $22.30 | $486.7K |
| 2026-08-16 | Rhodes Kevin R |
Grant/award | 39,255 | — | — |
| 2026-08-16 | Rhodes Kevin R |
Shares withheld for tax | 17,410 | $24.41 | $425.0K |
| 2026-08-16 | Rhodes Kevin R |
Grant/award | 35,919 | — | — |
| 2026-08-16 | Rhodes Kevin R |
Shares withheld for tax | 15,931 | $24.41 | $388.9K |
| 2026-08-16 | Motiey Katayoun |
Grant/award | 18,593 | — | — |
| 2026-08-16 | Motiey Katayoun |
Shares withheld for tax | 9,219 | $24.41 | $225.0K |
| 2026-08-16 | Motiey Katayoun |
Shares withheld for tax | 11,122 | $24.41 | $271.5K |
| 2026-08-16 | Motiey Katayoun |
Grant/award | 22,431 | — | — |
| 2026-08-16 | Meyercord Edward |
Grant/award | 115,522 | — | — |
| 2026-08-16 | Meyercord Edward |
Shares withheld for tax | 45,458 | $24.41 | $1.1M |
| 2026-08-16 | Meyercord Edward |
Grant/award | 98,039 | — | — |
| 2026-08-16 | Meyercord Edward |
Shares withheld for tax | 38,579 | $24.41 | $941.7K |
| 2026-08-15 | Rhodes Kevin R |
Option exercise | 35,884 | — | — |
| 2026-08-15 | Rhodes Kevin R |
Shares withheld for tax | 15,915 | $24.41 | $388.5K |
| 2026-08-15 | Rhodes Kevin R |
Option exercise | 9,819 | — | — |
| 2026-08-15 | Rhodes Kevin R |
Shares withheld for tax | 4,355 | $24.41 | $106.3K |
| 2026-08-15 | Motiey Katayoun |
Shares withheld for tax | 9,210 | $24.41 | $224.8K |
| 2026-08-15 | Motiey Katayoun |
Option exercise | 18,575 | — | — |
| 2026-08-15 | Motiey Katayoun |
Option exercise | 5,611 | — | — |
| 2026-08-15 | Motiey Katayoun |
Shares withheld for tax | 1,162 | $24.41 | $28.4K |
| 2026-08-15 | Motiey Katayoun |
Option exercise | 2,605 | — | — |
| 2026-08-15 | Motiey Katayoun |
Shares withheld for tax | 2,776 | $24.41 | $67.8K |
| 2026-08-15 | Meyercord Edward |
Option exercise | 11,721 | — | — |
| 2026-08-15 | Meyercord Edward |
Shares withheld for tax | 4,613 | $24.41 | $112.6K |
| 2026-08-15 | Meyercord Edward |
Option exercise | 28,895 | — | — |
| 2026-08-15 | Meyercord Edward |
Shares withheld for tax | 11,371 | $24.41 | $277.6K |
| 2026-08-15 | Meyercord Edward |
Option exercise | 97,941 | — | — |
| 2026-08-15 | Meyercord Edward |
Shares withheld for tax | 38,540 | $24.41 | $940.8K |
| 2026-08-10 | Khanna Raj |
Open-market sale |
15,000 | $24.20 | $363.0K |
| 2026-08-03 | Meyercord Edward |
Option exercise |
24,573 | $6.70 | $164.6K |
| 2026-08-03 | Meyercord Edward |
Open-market sale |
25,427 | $29.79 | $757.5K |
| 2026-08-03 | Meyercord Edward |
Open-market sale |
24,573 | $29.78 | $731.8K |
| 2026-07-01 | Meyercord Edward |
Option exercise |
50,000 | $6.70 | $335.0K |
| 2026-07-01 | Meyercord Edward |
Open-market sale |
50,000 | $31.71 | $1.6M |
| 2026-06-12 | Motiey Katayoun |
Open-market sale | 30,000 | $31.03 | $930.9K |
| 2026-06-11 | Rhodes Kevin R |
Open-market sale | 35,000 | $30.43 | $1.1M |
| 2026-06-08 | Motiey Katayoun |
Open-market sale |
7,500 | $30.00 | $225.0K |
| 2026-06-02 | Motiey Katayoun |
Open-market sale |
7,500 | $29.00 | $217.5K |
| 2026-06-02 | Meyercord Edward |
Open-market sale |
100,000 | $29.20 | $2.9M |
| 2026-06-01 | Rhodes Kevin R |
Grant/award | 51,233 | — | — |
| 2026-06-01 | Rhodes Kevin R |
Shares withheld for tax | 22,722 | $28.13 | $639.2K |
| 2026-06-01 | Motiey Katayoun |
Open-market sale |
7,500 | $28.00 | $210.0K |
| 2026-06-01 | Meyercord Edward |
Open-market sale |
8,600 | $27.03 | $232.5K |
| 2026-06-01 | Meyercord Edward |
Option exercise |
50,000 | $6.70 | $335.0K |
| 2026-06-01 | Meyercord Edward |
Open-market sale |
41,400 | $27.77 | $1.1M |
| 2026-05-30 | Rhodes Kevin R |
Option exercise | 11,860 | — | — |
| 2026-05-30 | Rhodes Kevin R |
Shares withheld for tax | 5,260 | $26.51 | $139.4K |
| 2026-05-26 | Motiey Katayoun |
Open-market sale |
7,500 | $26.00 | $195.0K |
| 2026-05-26 | Motiey Katayoun |
Open-market sale |
7,500 | $27.00 | $202.5K |
| 2026-05-26 | Meyercord Edward |
Open-market sale |
100,000 | $26.10 | $2.6M |
| 2026-05-15 | Holmgren Kathleen M |
Open-market sale | 19,521 | $24.78 | $483.7K |
| 2026-05-15 | Motiey Katayoun |
Shares withheld for tax |
2,501 | $24.66 | $61.7K |
| 2026-05-15 | Motiey Katayoun |
Option exercise |
2,605 | — | — |
| 2026-05-15 | Motiey Katayoun |
Option exercise |
5,610 | — | — |
| 2026-05-15 | Motiey Katayoun |
Shares withheld for tax |
1,162 | $24.66 | $28.7K |
| 2026-05-15 | Rhodes Kevin R |
Shares withheld for tax |
4,355 | $24.66 | $107.4K |
| 2026-05-15 | Rhodes Kevin R |
Option exercise |
9,818 | — | — |
Well-known investors holding EXTR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,862,580 | $60.3M | 0.08% | Reduced 10% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,028,891 | $33.3M | 0.02% | Added 547% |
| D. E. Shaw & Co. | 2026-06-30 | 938,182 | $30.4M | 0.02% | Reduced 36% |
| Two Sigma Investments | 2026-06-30 | 812,553 | $26.3M | 0.02% | Added 115% |
| First Eagle Investment Management | 2026-06-30 | 582,916 | $18.9M | 0.03% | Added 67% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 534,750 | $17.3M | 0.01% | Added 6% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 426,041 | $13.8M | 0.0% | Added 51% |
| Bridgewater Associates | 2026-06-30 | 55,342 | $1.8M | 0.01% | Added 184% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 9,558 | $309.4K | 0.0% | Reduced 15% |