|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit |
|
$ |
— |
|
|
$ |
2,729 |
|
|
$ |
— |
|
|
$ |
2,729 |
|
Foreign currency derivatives not designated as hedging instruments |
|
|
— |
|
|
|
78 |
|
|
|
— |
|
|
|
78 |
|
Total assets measured at fair value |
|
$ |
— |
|
|
$ |
2,807 |
|
|
$ |
— |
|
|
$ |
2,807 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency derivatives not designated as hedging instruments |
|
$ |
— |
|
|
$ |
87 |
|
|
$ |
— |
|
|
$ |
87 |
|
Foreign currency derivatives designated as hedging instruments |
|
|
— |
|
|
|
1,787 |
|
|
|
— |
|
|
|
1,787 |
|
Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
1,874 |
|
|
$ |
— |
|
|
$ |
1,874 |
|
Level 1 Assets and Liabilities:
The Company’s financial instruments consist of cash, accounts receivable, accounts payable, and accrued liabilities. The Company states accounts receivable, accounts payable, and accrued liabilities at their carrying value, which approximates fair value due to the short time to the expected receipt or payment.
Level 2 Assets and Liabilities:
The Company’s level 2 assets consist of certificates of deposit and derivative instruments. Certificates of deposit do not have regular market pricing and are considered Level 2. The fair value of derivative instruments under the Company’s foreign exchange forward contracts and zero-cost collar contracts is estimated based on valuations provided by alternative pricing sources supported by observable inputs, which is considered Level 2.
As of September 30, 2026 and June 30, 2026, the Company had investments in certificates of deposit of $5.2 million and $2.7 million, respectively, with original maturities of three months or less at the date of purchase, which are recorded as cash equivalents in the condensed consolidated balance sheets. The Company considers these cash equivalents to be available-for-sale and, as of September 30, 2026 and June 30, 2026, their fair value approximated their amortized cost.
As of September 30, 2026 and June 30, 2026, the Company had foreign exchange forward contracts that were not designated as hedging instruments with a total notional principal amount of $83.4 million and $68.0 million, respectively. Changes in the fair value of these foreign exchange forward contracts not designated as hedging instruments are included in “Other expense, net” in the condensed consolidated statements of operations. For the three months ended September 30, 2026 and 2025, the net gains and losses recorded in the condensed consolidated statements of operations were net losses of $0.4 million and $1.4 million, respectively. See Note 12, Derivatives and Hedging, for additional information.
As of September 30, 2026, and June 30, 2026, the Company had zero-cost collar contracts that were designated as hedging instruments with a total notional principal amount of $91.9 million and $82.5 million, respectively. The changes in fair value of these zero-cost collar contracts designated as hedging instruments are included in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets. Amounts recorded in “Accumulated other comprehensive loss” related to the changes in the fair value of the zero-cost collar contracts are reclassified into the condensed consolidated statements of operations in the period that the hedged item impacts earnings. As of September 30, 2026 and June 30, 2026, these contracts had unrealized losses of $1.9 million and $1.8 million, respectively, which are recorded as a component of “Accumulated other comprehensive loss”. See Note 12, Derivatives and Hedging, for additional information.
The fair value of borrowings under the 2026 Credit Agreement and 2023 Amended Credit Agreement (each as defined in Note 7) is estimated based on valuations provided by alternative pricing sources supported by observable inputs which is considered Level 2. Since the interest rate is variable in these credit agreements, the fair value approximates the face amount of the Company’s indebtedness of $200.0 million and $165.0 million as of September 30, 2026 and June 30, 2026, respectively.
Level 3 Assets and Liabilities:
Certain of the Company’s assets, including intangible assets and goodwill, are measured at fair value on a non-recurring basis if impairment is indicated.
As of September 30, 2026 and June 30, 2026, the Company did not have any assets or liabilities that were considered Level 3.
There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 during the three months ended September 30, 2026 and 2025. There were no impairments recorded for the three months ended September 30, 2026 and 2025.
The Company filed a nullity complaint against EP ‘498 with the German Federal Patent Court on September 24, 2021. The German Federal Patent Court issued a decision finding that the patent was invalid on November 20, 2024. Mala appealed the decision on March 3, 2025, and filed its Grounds of Appeal on June 5, 2025. The Company filed its response to the Grounds of Appeal on October 6, 2025. A hearing on the appeal is scheduled for February 9, 2027.
Steamfitters Local 449 Pension & Retirement Security Funds v. Extreme Networks, Inc., et al. and related Derivative Litigation
On August 13, 2024, a putative securities class action (the “Class Action”) was filed in the United States District Court for the Northern District of California captioned Steamfitters Local 449 Pension & Retirement Security Funds v. Extreme Networks, Inc., et al., Case No. 5:24-cv-05102-TLT, naming the Company and certain of its current and former executive officers as defendants. The lawsuit is purportedly brought on behalf of purchasers of Extreme Networks securities between July 27, 2022 and January 30, 2024 (the “Class Period”). The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about the Company’s business and prospects during the Class Period. The lawsuit seeks unspecified damages. On December 30, 2024, the Court selected Oklahoma Firefighters Pension and Retirement System, Oklahoma Police Pension and Retirement System, Oakland County Voluntary Employees’ Beneficiary Association and Oakland County Employees’ Retirement System as the lead plaintiffs. The Company's Motion to Dismiss was granted on August 15, 2025, but the plaintiffs were granted leave to file an amended complaint by September 9, 2025. The Company filed a motion to dismiss the second amended complaint on October 3, 2025. Following a hearing on March 3, 2026, the Court denied the Company’s motion to dismiss. On July 16, 2026, the Court granted plaintiffs’ motion to certify the class. On July 30, 2026, the defendants filed a Rule 23(f) petition for permission to appeal the Court’s order certifying the class, captioned Okla. Firefighters Pension & Ret. Sys., et al. v. Extreme Networks, Inc., No. 26-4910 (9th Cir. July 30, 2026). On October 1, 2026, the parties filed a notice that they had reached a settlement in principle to resolve the Class Action. Also on October 1, 2026, the parties filed a motion to stay proceedings with the Ninth Circuit Court of Appeals, which was granted on October 8, 2026. On October 16, 2026, plaintiffs filed a motion for preliminary approval of settlement in the Class Action with a hearing date of December 1, 2026. As of September 30, 2026, the Company recorded a loss contingency of $51.0 million relating to a potential settlement of the securities class action in “Other accrued liabilities” in the accompanying condensed consolidated balance sheet, as well as recorded a receivable for the estimated probable amounts expected to be recovered from the insurance carriers of $50.0 million which has been recorded in “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet.
On February 27, 2025, a shareholder derivative case was filed in the United States District Court for the Northern District of California captioned Turner v. Brown et al., Case No. 3:25-cv-02101. On March 6, 2025, a shareholder derivative case was filed in the United States District Court for the Northern District of California captioned Hemani v. Meyercord et al., Case No. 3:25-cv-02318-AGT. On March 25, 2025, a shareholder derivative case was filed in the United States District Court for the Eastern District of North Carolina captioned Miller v. Meyercord et al., Case No. 5:25-cv-00161. Each of these shareholder derivative cases names current and former officers, directors, and employees of the Company as defendants, and seeks recovery on behalf of the Company based on substantially the same allegations as the Class Action. Plaintiffs filed an amended complaint in the two California shareholder derivative cases on December 1, 2025. The Company filed a motion to dismiss the amended complaint on December 19, 2025, and a hearing on the motion to dismiss took place on March 31, 2026. Plaintiffs filed a second amended complaint on April 28, 2026. The Company filed a motion to dismiss the second amended complaint on June 2, 2026. A hearing on defendants’ motion to dismiss the second amended complaint is scheduled for November 17, 2026. The North Carolina case remains stayed pending a final decision on the motion to dismiss in the California cases.
Indemnification Obligations
Subject to certain limitations, the Company may be obligated to indemnify its current and former directors, officers and employees. These obligations arise under the terms of its certificate of incorporation, its bylaws, applicable contracts, and applicable law. The obligation to indemnify, where applicable, generally means that the Company is required to pay or reimburse, and in certain circumstances the Company has paid or reimbursed, the individuals’ reasonable legal expenses and possible damages and other liabilities incurred in connection with certain legal matters. The Company also procures Directors and Officers liability insurance to help cover its defense and/or indemnification costs, although its ability to recover such costs through insurance is uncertain. While it is not possible to estimate the maximum potential amount that could be owed under these governing documents and agreements due to the Company’s limited history with prior indemnification claims, indemnification (including defense) costs could, in the future, have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q for the first quarter ended September 30, 2026 (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, 2026, 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.
Business Overview
The following discussion is based upon our unaudited condensed consolidated financial statements included elsewhere in this Report. 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 the “Critical Accounting Policies and Estimates” section included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Extreme Networks, Inc. (“Extreme,” “Company,” “we,” “us” and “our”) is a leader in AI-powered cloud-based 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 in our industry-leading products and 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 network (“SD-WAN”) infrastructure equipment. Our Extreme Platform ONETM solution, made generally available in July 2025, is a technology platform that is designed to reduce the complexity for enterprises by integrating networking, security and AI solutions into a single platform. In May 2026, we introduced Extreme Agent ONE, a unified AI experience within Extreme Platform ONE that is expected to operate across Coworker and Operator modes. The Coworker mode, which became generally available in the third quarter of calendar 2026, provides proactive, context-aware assistance, and the Operator mode which is expected to be introduced in early calendar 2027, is expected to support autonomous execution of certain operator-defined tasks, in each case subject to customer-defined rules, schedules, and governance.
Our global footprint provides service to some of the world’s leading names in business across verticals such as large sports and entertainment venues, hospitality, retail, transportation and logistics, education, government, healthcare, manufacturing and service providers. We derive all our revenues from the sale of our networking equipment, software subscriptions, and related maintenance contracts.
Industry Background
Enterprises across every industry are navigating significant technology transformation driven by cloud adoption, application modernization, cybersecurity demands, and the rapid emergence of generative, multimodal, and agentic AI. AI technologies are increasingly being used to automate workflows, accelerate decision-making, and assist in the management of information technology (“IT”) environments. To support these workloads, organizations are rearchitecting their networks from the edge to the data center, requiring infrastructure that is intelligent, secure, and highly automated.
As networks become more distributed and complex, traditional management approaches may be less effective in addressing operational requirements. IT teams increasingly seek automation, visibility, and integrated security capabilities to operate dynamic environments while reducing operational complexity. Enterprise networking serves as a foundational platform supporting digital experiences for customers, employees, students, patients, and connected devices.
We believe the industry is entering a new era of enterprise networking, where AI-powered platforms leverage AI agents to move beyond monitoring and recommendations toward autonomous operations. AI agents represent the next major inflection point, enabling
networks to proactively identify issues, automate routine tasks, optimize performance, and augment IT teams at scale. Organizations that embrace AI-native networking platforms will be better positioned to improve resilience, accelerate innovation, and reduce operating costs.
The network has become the foundation for AI-powered enterprises. Organizations are modernizing infrastructure to support distributed users, connected devices, cloud applications, internet of things (“IoT”), and increasingly AI-driven workloads, while addressing growing operational complexity, cybersecurity threats, and IT talent shortages.
We believe these trends are driving a multi-year infrastructure refresh cycle. Enterprises are accelerating adoption of Wi-Fi 7 to support higher device density, lower latency, AI-enabled applications, and richer digital experiences. As customers upgrade campus infrastructure, they are increasingly seeking integrated platforms that combine networking, security, and AI-driven automation.
Extreme Platform ONE unifies network management, security, analytics, and AI agents into a single platform. Leveraging generative, multimodal, and agentic AI, it automates network design, deployment, operations, and troubleshooting, helping IT teams improve productivity, accelerate issue resolution, and reduce operational costs. In May 2026, we introduced Extreme Agent ONE, a unified AI experience designed to operate across Coworker and Operator modes, with the Coworker mode made generally available in the third quarter of calendar 2026 and the Operator mode expected to be introduced in early calendar 2027.
Extreme also differentiates itself through its enterprise campus fabric architecture, which is designed to simplify network segmentation, provisioning, and policy management while improving resilience and security. By automating traditionally manual operations and virtualizing the campus network, fabric is intended to help customers deploy services more efficiently, reduce complexity, minimize downtime, and improve operational performance.
As organizations modernize their infrastructure, cloud choice and deployment flexibility have become increasingly important. Extreme is uniquely positioned to give customers deployment choice through public, private, hybrid, and sovereign cloud management, all delivered through Extreme Platform ONE. This enables customers to meet regulatory, security, and operational requirements while centrally managing wired, wireless, fabric, SD-WAN, and network access control across distributed environments from a single platform.
We believe the convergence of AI, Wi-Fi 7, campus modernization, cloud flexibility, and autonomous network operations represents one of the most significant networking technology transitions in over a decade. Extreme's integrated portfolio positions the Company to help customers modernize their infrastructure, simplify operations, strengthen security, and reduce both capital and operating costs.
We estimate the total addressable market (“TAM”) for our networking solutions, consisting of cloud-managed networking, wireless local area networks (“WLAN”), campus Ethernet switching, data center switching, SD-WAN solutions, and elements of the Secure Access Service Edge (“SASE”), exceeded $46 billion in calendar year 2025. Based on data from 650 Group, demand is projected to grow at a five-year compound annual growth rate (“CAGR”) of approximately 11%, reaching $77 billion by 2030. Within this market, cloud-managed networking solutions are expected to grow at a CAGR of approximately 13%, reaching $19 billion by 2030. And with Extreme Platform ONE, we are addressing AI Networking for the Campus, where spending is forecasted to grow at a 60% CAGR over the next five years.
The Extreme Strategy
Extreme is executing a platform-led strategy focused on simplifying enterprise networking through AI. Extreme Platform ONE is designed to unify networking, security, and AI into a single enterprise platform that enables IT teams to design, deploy, manage, and secure networks using AI-enabled capabilities. By automating routine operations and accelerating complex tasks, Extreme Platform ONE is designed to improve productivity while reducing operational complexity.
We believe this approach positions us to compete more effectively in the large enterprise market, expand strategic customer relationships, and increase participation in larger opportunities. The platform is supported by simplified licensing and flexible deployment options across public, private, hybrid, and sovereign cloud environments.
Key elements of Extreme’s strategy and differentiation include:
•Deliver AI that is fully integrated into the networking experience. As IT environments grow in complexity, enterprises need simpler, smarter ways to manage their networks. Extreme Platform ONE is designed to deliver the following benefits:
oAI-Powered Insight and Automation: Customers gain instant insights while the network adapts in real time to bandwidth spikes and security threats. Network administrators can set guardrails for policy, risk, and approvals, while AI agents act autonomously to optimize performance and reliability.
oEnd-to-End Network Visibility: With real-time visualization of the network topology and lifecycle data, customers can improve compliance, simplify onboarding, and enable proactive planning for refreshes, expansions, or support alignment. Extreme Platform ONE eliminates fragmented snapshots of the network and delivers a complete view in one place.
oUnified Operations Dashboard: Extreme Platform ONE consolidates license, contract, and asset management into a single, intuitive platform, delivering real-time visibility into usage, renewals, support coverage, and device inventory across all sites and product lines.
oIntegrated Experience: One integrated experience for everyone in an organization, including Network Operations, Security Operations, and related business teams, to access the tools and information they need from a fully customizable workspace.
oSimplified licensing: Extreme Platform ONE is backwards compatible with ExtremeCloud IQ and is now bundled with support services to facilitate license to asset tracking.
•Redefine enterprise networking through autonomous operations. With the introduction of Extreme Agent ONE into our cloud management platform, the Company is moving beyond traditional AI assistants to purpose-built AI agents that can proactively monitor, reason, recommend, and autonomously execute tasks within customer-defined governance frameworks. We expect these innovations to strengthen Extreme Platform ONE by helping customers reduce operational complexity, improve network resilience, and increase IT productivity through continuous, AI-driven automation.
•Provide a differentiated end-to-end cloud networking architecture. Cloud-managed networking includes cloud-managed services and cloud-managed products, which are largely WLAN access points and Ethernet switches. Cloud management technology has evolved significantly over the past decade. Extreme offers:
oCloud Platform: A robust cloud management platform that delivers visibility, intelligence, and assurance from the network edge to the core, underpinned by AI infrastructure for reasoning, contextual intelligence, and agentic execution.
oCloud Choice: We provide hosting flexibility across a range of options including public, private, and on-premises edge cloud options. Our cloud networking solution is available on all major cloud providers (Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”) and Microsoft Azure).
oExtremeCloud IQ: Our ExtremeCloud IQ offering conforms to ISO/IEC 27001, ISO/IEC 27017 and ISO/IEC 27701 standards for data privacy and protection as set forth by the International Organization for Standardization (“ISO”), and is CSA STAR certified.
oConsumption Model and Commercial Flexibility: We offer a range of financing and purchasing options for network related infrastructure. Our value-based subscription tiers provide customers with flexibility to grow, as well as offer poolable and portable licenses that can be transferred between products (e.g., access points and switches) at one fixed price.
•Offer customers flexibility in how and where they choose to deploy their networks. We leverage the cloud where it makes sense for our customers and provide on-premises solutions where customers need it and we also have a solution for those who want to harness the power of both. Our hybrid approach gives our customers options to adapt the technology to their business. At the same time, all of our solutions have visibility, control and strategic information built in, all tightly integrated with a single view across all of the installed products. Our customers can understand what is going on across their network and applications in real time – who, when, and what is connected to the network, which is critical for bring your own device (“BYOD”) and IoT usage.
•Offer universal platforms for enterprise class switching and wireless infrastructure. We offer universal platforms which support multiple deployment use cases, providing flexibility and investment protection.
oUniversal switches (8000 Series / 7000 Series / 5000 Series / 4000 Series / Industrial and other) support fabric or traditional networking with a choice of cloud or on-premises (air-gapped or cloud connected) management.
oUniversal Wi-Fi 6/6E/7 APs (300/400 Series / 3000 Series / 4000 Series / 5000 series) support campus or distributed deployments with a choice of cloud or on-premises (air-gapped or cloud-connected) management.
oUniversal licensing with one portable management license for any device and for any type of management. For switches, operating system feature licenses are portable, and bulk activated through our platform.
•Enable a common fabric to simplify and automate the network. Fabric technologies virtualize the network infrastructure (decoupling network services from physical connectivity) which enables network services to be provisioned faster, with lower likelihood of error. They make the underlying network much easier to design, implement, manage, and troubleshoot.
•Offer a frictionless experience for secure hybrid work. Our layered security approach is managed from one cloud and secure by design. We offer tightly integrated security with network fabric and infrastructure.
oExtreme Platform ONE Security (Universal ZTNA) integrates network, application, and device security within a single solution. By combining Cloud Network Access Control (“NAC”) and Zero Trust Network Access (“ZTNA”) into a single, easy-to-use SaaS offering, we help customers ensure unified observability, frictionless user experiences and a consistent security policy for applications and devices as well as support secure hybrid work use cases for customers. As the virtual private network (“VPN”) market transitions to ZTNA, the proliferation of individual applications, each with their own policy and dashboard, is adding complexity and expense for enterprise customers. We expect the broadening of our security offering to drive significant traction for our business with growth opportunities.
oExtreme’s unique and highly differentiated network fabric makes it simple to orchestrate applications and policy across the entire campus, from the core to the wireless edge, and across the wide area network. We bring enhanced security, the ability to segment networks and zero touch, automated provisioning, thus reducing confusion, complexity and the need for additional IT staff.
•End-to-End Portfolio. Our cloud-based solutions provide visibility, control and strategic intelligence from the edge to the data center, across networks and applications. Our solutions include wired switching, wireless access points, WLAN controllers, routers, SD-WAN, and an extensive portfolio of software applications that deliver AI-enhanced access control, network and application analytics, as well as network management. All can be managed, assessed, and controlled from a single pane of glass on premises or from the cloud.
•Provide high-quality insourced customer service and support. We seek to enhance customer satisfaction and build customer loyalty through high-quality service and support. This includes a wide range of standard support programs to the level of service our customers require, from standard business hours to global 24-hour-a-day, 365-days-a-year real-time responsive support.
•Extend switching and routing technology leadership. Our technological leadership is achieved by the development of innovative switching, routing and wireless products, the depth and focus of our market experience and our operating systems - the software that runs on all of our networking products. Our products reduce operating expenses for our customers and enable a more flexible and dynamic network environment that will help them meet the upcoming demands of IoT, mobile, and cloud.
•Expand Wi-Fi technology leadership. Wireless is today’s network access method of choice and every business must deal with scale, density and BYOD challenges. The network edge landscape is changing as the explosion of mobile, IoT devices and now AI agents increase the demand for high-performance, transparent, and always-on wired to wireless edge services. The unified access layer requires distributed intelligent components to ensure that access control and resiliency of business services are available across the entire infrastructure and manageable from a single console. We are at a technology inflection point with the migration of Wi-Fi 6 and 6E solutions to Wi-Fi 7, focused on providing more efficient access to the broad array of connected devices. For stadiums and large venues, our Extreme Multi-Beam Wireless solution uses an overhead antenna system with Wi-Fi 7 access points to deliver targeted, high-capacity coverage across large seating areas. We believe we have the industry’s broadest 6 GHz indoor and outdoor wireless portfolio.
•Offer actionable insights. Our network-powered application analytics provide actionable business insights by capturing and analyzing context-based data about the network and applications to deliver meaningful intelligence about applications, users, locations and devices. With an easy to comprehend dashboard, our applications help businesses turn their network into a strategic business asset that helps executives make faster and more effective decisions.
•Expand market penetration by targeting high-growth markets. Within the campus, we focus on the mobile user, leveraging our automation capabilities and tracking WLAN growth. Our data center approach leverages our product portfolio to address the needs of public and private cloud data center providers. We believe that the cloud networking compound annual growth rate will continue to outpace the compound annual growth rate for on-premises managed networking. Our focus is on expanding our technology foothold in cloud networking to accelerate cloud-based management adoption and subscription-based licensing consumption.
•Leverage and expand multiple distribution channels. We distribute our products through select distributors, a large number of resellers and system-integrators worldwide, as well as several large strategic partners. We maintain a field sales force to support our channel partners and to sell directly to certain strategic accounts. As an independent networking vendor, we seek to provide products that, when combined with the offerings of our channel partners, create compelling solutions for end users.
•Maintain and extend our strategic relationships. We have established strategic relationships with a number of industry-leading vendors to provide both increased and enhanced routes to market, to collaboratively develop unique solutions.
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 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 September 30, 2026, our SaaS ARR was $264.7 million, which was 22.4% higher than SaaS ARR of $216.2 million as of September 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 $55.9 million and $59.5 million, representing 45.5% and 51.2% of total Subscription and support revenues, respectively, for the three months ended September 30, 2026 and 2025.
Results of Operations
During the three months ended September 30, 2026, we achieved the following results:
•Net revenues of $341.1 million compared to $310.2 million in the corresponding period in fiscal 2026.
•Product revenues of $218.3 million compared to $194.0 million in the corresponding period in fiscal 2026.
•Subscription and support revenues of $122.8 million compared to $116.2 million in the corresponding period in fiscal 2026.
•Total gross margin of 62.1% of net revenues compared to 60.6% of net revenues in the corresponding period in fiscal 2026.
•Operating income of $23.1 million compared to $11.3 million in the corresponding period in fiscal 2026.
•Net income of $16.0 million compared to $5.6 million in the corresponding period in fiscal 2026.
During the three months ended September 30, 2026, we reported the following results:
•Cash flows provided by operating activities of $45.4 million compared to cash flows used in operating activities of $14.0 million in the corresponding period in fiscal 2026.
•Cash and cash equivalents of $244.5 million as of September 30, 2026 compared to $211.8 million as of June 30, 2026.
Net Revenues
The following table presents net product and subscription and support revenues for the periods presented (in thousands, except percentages):
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Three Months Ended |
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September 30, 2026 |
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September 30, 2025 |
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$ Change |
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% Change |
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Net revenues: |
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|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
218,273 |
|
|
$ |
194,041 |
|
|
$ |
24,232 |
|
|
|
12.5 |
% |
Percentage of net revenues |
|
|
64.0 |
% |
|
|
62.5 |
% |
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|
|
|
|
|
Subscription and support |
|
|
122,821 |
|
|
|
116,204 |
|
|
|
6,617 |
|
|
|
5.7 |
% |
Percentage of net revenues |
|
|
36.0 |
% |
|
|
37.5 |
% |
|
|
|
|
|
|
Total net revenues |
|
$ |
341,094 |
|
|
$ |
310,245 |
|
|
$ |
30,849 |
|
|
|
9.9 |
% |
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 include SaaS subscription offerings, maintenance contracts, professional services and training for our products.
Product revenues increased $24.2 million or 12.5% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in product revenues was driven by improved average selling price as a result of price increases implemented during fiscal 2026 and favorable product mix caused by increased global demand for our products. We have also seen increased adoption of Wi-Fi 7 and our latest-generation universal switches, reflecting product cycle momentum.
Subscription and support revenues increased $6.6 million or 5.7% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in subscription and support revenues was driven by increased adoption of our cloud network management solutions, including Extreme Platform ONE.
The following table presents the product and subscription and support gross profit, and the respective gross profit percentages for the periods presented (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
|
$ Change |
|
|
% Change |
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
125,809 |
|
|
$ |
107,913 |
|
|
$ |
17,896 |
|
|
|
16.6 |
% |
Percentage of product revenues |
|
|
57.6 |
% |
|
|
55.6 |
% |
|
|
|
|
|
|
Subscription and support |
|
|
86,127 |
|
|
|
80,116 |
|
|
|
6,011 |
|
|
|
7.5 |
% |
Percentage of subscription and support revenues |
|
|
70.1 |
% |
|
|
68.9 |
% |
|
|
|
|
|
|
Total gross profit |
|
$ |
211,936 |
|
|
$ |
188,029 |
|
|
$ |
23,907 |
|
|
|
12.7 |
% |
Percentage of net revenues |
|
|
62.1 |
% |
|
|
60.6 |
% |
|
|
|
|
|
|
Product gross profit increased $17.9 million or 16.6% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in product gross profit was due to the increase in product revenues.
Subscription and support gross profit increased $6.0 million or 7.5% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in subscription and support gross profit was due to higher subscription revenues driven by increased adoption of Extreme Platform ONE subscriptions.
Operating Expenses
The following table presents operating expenses for the periods presented (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
|
$ Change |
|
|
% Change |
|
Research and development |
|
$ |
57,820 |
|
|
$ |
57,753 |
|
|
$ |
67 |
|
|
|
0.1 |
% |
Sales and marketing |
|
|
92,026 |
|
|
|
88,923 |
|
|
|
3,103 |
|
|
|
3.5 |
% |
General and administrative |
|
|
31,501 |
|
|
|
29,187 |
|
|
|
2,314 |
|
|
|
7.9 |
% |
Restructuring and related charges |
|
|
7,366 |
|
|
|
371 |
|
|
|
6,995 |
|
|
|
1,885.4 |
% |
Amortization of intangible assets |
|
|
136 |
|
|
|
500 |
|
|
|
(364 |
) |
|
|
(72.8 |
)% |
Total operating expenses |
|
$ |
188,849 |
|
|
$ |
176,734 |
|
|
$ |
12,115 |
|
|
|
6.9 |
% |
Research and Development Expenses
Research and development expenses consist primarily of personnel costs (which consist of compensation, benefits and share-based compensation), consultant fees and prototype expenses related to the design, development, and testing of our products.
Research and development expenses increased by less than $0.1 million or 0.1% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in research and development expenses was due to a $3.3 million increase in technology-related costs, mainly, amortization of software and software maintenance costs, partially offset by a $2.6 million decrease in personnel costs due to lower headcount and a $0.6 million decrease in other expenses primarily related to engineering project costs.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel costs (which consist of compensation, benefits and share-based compensation), as well as trade shows and promotional expenses.
Sales and marketing expenses increased by $3.1 million or 3.5% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in sales and marketing expenses was due to a $1.5 million increase in information technology and facilities costs, a $0.4 million increase in personnel costs due to higher compensation and benefits costs, a $0.6 million increase in sales and marketing costs and travel, and a $0.6 million increase in other expenses primarily professional fees.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs (which consist of compensation, benefits and share-based compensation), legal and professional service costs, and facilities and information technology costs.
General and administrative expenses increased by $2.3 million or 7.9% for the three months ended September 30, 2026 as compared to the corresponding period in fiscal 2026. The increase in general and administrative expenses was due to a $2.9 million increase in personnel costs due to higher compensation and benefits costs and a $3.7 million increase in one-time non-recurring costs, partially offset by a $2.5 million decrease in system transition costs and a $1.8 million decrease in other costs primarily professional fees and information technology costs.
Restructuring and Related Charges
For the three months ended September 30, 2026, we recorded restructuring charges of $7.4 million, which primarily consisted of severance and benefit costs related to the Q1 2027 Plan, 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 months ended September 30, 2025, we recorded restructuring charges of $0.4 million which primarily consisted of additions to severance and benefits costs and professional services fees for restructuring plans executed in prior periods.
Amortization of Intangible Assets
During the three months ended September 30, 2026 and 2025, we recorded $0.1 million and $0.5 million of operating expenses, respectively, related to the amortization of intangible assets.
Interest Income
During each of the three-month periods ended September 30, 2026 and 2025, we recorded $1.2 million in interest income.
Interest Expense
During the three months ended September 30, 2026 and 2025, we recorded $5.2 million and $3.7 million, respectively, in interest expense related to the debt obligations held under our 2026 Credit Agreement and 2023 Amended Credit Agreement. The increase in interest expense was primarily due to the write-off of $2.1 million in unamortized debt issuance costs related to the 2023 Amended Credit Agreement, offset by a $0.6 million decrease in loan interest expense and loan amortization expense.
Other Expense, Net
During the three months ended September 30, 2026 and 2025, we recorded other expense, net of $0.6 million and $0.5 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.
Provision for Income Taxes
For the three months ended September 30, 2026 and 2025, we recorded an income tax provision of $2.5 million and $2.7 million, respectively.
The income tax provisions for the three months ended September 30, 2026 and 2025 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 Systems.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report are prepared in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted under SEC rules and regulations. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. On an ongoing basis, we evaluate our estimates and assumptions. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
As discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, we consider the following accounting estimates to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements:
•Inventory Valuation and Purchase Commitments
There have been no changes to our critical accounting estimates since the filing of our last Annual Report on Form 10-K.
Liquidity and Capital Resources
The following table summarizes information regarding our cash and cash equivalents (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026 |
|
|
June 30, 2026 |
|
Cash and cash equivalents |
|
$ |
244,520 |
|
|
$ |
211,758 |
|
As of September 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $244.5 million, accounts receivable, net of $167.7 million, and available borrowings under our 2026 Revolving Facility of $285.6 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 $244.5 million of cash and cash equivalents as of September 30, 2026, our cash flow from operations and the availability of borrowings from the 2026 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 $200.0 million of shares of our common stock over a three-year period, commencing July 1, 2025 (the “2025 Repurchase Program”). Under this repurchase 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 its 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 September 30, 2026, we repurchased a total of 844,131 shares of our common stock on the open market at a total cost of $25.0 million, with an average price of $29.62 per share. As of September 30, 2026, we had approximately $88.0 million remaining available under the 2025 Repurchase Program.
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 provided us with more favorable interest rates and covenant terms and further extended the maturity date of our debt obligation. The 2026 Credit Agreement provides for a five-year revolving loan facility in an aggregate principal amount of $500.0 million (the “2026 Revolving Facility”). The 2026 Revolving Facility includes an uncommitted accordion feature, pursuant to which we may request incremental revolving loan commitments and/or incremental term loans in an aggregate amount not to exceed the sum of (A) the greater of (i) $175.0 million and (ii) 100.0% of Consolidated EBITDA, plus (B) an amount equal to any voluntary prepayments (in the case of voluntary prepayments of revolving indebtedness, accompanied by a permanent reduction to the related revolving commitments) of indebtedness under the 2026 Revolving Facility and other first lien indebtedness, plus (C) an unlimited amount subject to pro forma compliance with our consolidated total net leverage ratio and consolidated interest charge coverage ratio financial covenants.
Borrowings under the 2026 Credit Agreement bear interest, and at our election, borrowings may be made at either the alternate base rate or Adjusted Term SOFR, 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 (it being understood that the Adjusted Term SOFR Rate as defined can be no lower than 0.00% and the Alternate Base Rate as defined can be no lower than 1.00%). In addition, we have agreed to pay to the lenders under the 2026 Credit Agreement certain customary fees, including a commitment fee on the average daily unused portion of the revolving commitments under the 2026 Credit Agreement, which ranges from 0.20% to 0.25% based on our consolidated total net leverage ratio from time to time. The commitments under the 2026 Credit Agreement will terminate, and all outstanding amounts thereunder will be due and payable, on the earliest of (i) July 29, 2031, (ii) the date of termination of the commitments by us, and (iii) in connection with an exercise of remedies after the occurrence of an event of default.
The 2026 Credit Agreement requires us to maintain certain minimum financial ratios at the end of each fiscal quarter. The 2026 Credit Agreement also includes covenants and restrictions that limit, among other things, our ability to incur additional indebtedness, create liens upon any of our property, merge, consolidate or sell all or substantially all of its assets. The 2026 Credit Agreement also includes customary events of default which may result in acceleration of the outstanding balance.
On the closing date of the 2026 Credit Agreement, we terminated the 2023 Amended Credit Agreement and repaid all outstanding indebtedness under the 2023 Amended Credit Agreement, together with all accrued and unpaid interest and fees. At closing, we borrowed $200.0 million of revolving loans under the 2026 Credit Agreement and used the proceeds to repay the outstanding indebtedness under the 2023 Amended Credit Agreement and to pay for fees and expenses related to the 2026 Credit Agreement. As of September 30, 2026, the $200.0 million of revolving loans were outstanding under the 2026 Credit Agreement, which were recorded as “Long-term debt” in the condensed consolidated balance sheets.
As of September 30, 2026, we were in compliance with the terms and financial covenants under the 2026 Credit Agreement.
Key Components of Cash Flows and Liquidity
A summary of the sources and uses of cash and cash equivalents is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
Net cash provided by (used in) operating activities |
|
$ |
45,424 |
|
|
$ |
(13,998 |
) |
Net cash used in investing activities |
|
|
(6,760 |
) |
|
|
(6,855 |
) |
Net cash used in financing activities |
|
|
(5,802 |
) |
|
|
(1,716 |
) |
Foreign currency effect on cash and cash equivalents |
|
|
(100 |
) |
|
|
(173 |
) |
Net increase (decrease) in cash and cash equivalents |
|
$ |
32,762 |
|
|
$ |
(22,742 |
) |
Net Cash Provided by (used in) Operating Activities
Cash provided by operating activities in the three months ended September 30, 2026 was $45.4 million, including net income of $16.0 million and non-cash expenses of $36.4 million for items such as amortization of intangible assets, amortization of cloud computing implementation costs, share-based compensation, depreciation, reduction in carrying amount of right-of-use assets, deferred income taxes, provision for excess and obsolete inventory, debt issuance cost write-off, provision for credit losses and interest. Other sources of cash for the period included increases in accounts payable, deferred revenue and other accrued liabilities. This was partially offset by increases in inventories, prepaid expenses and other assets, accounts receivable and decreases in accrued compensation and operating lease liabilities.
Cash used in operating activities in the three months ended September 30, 2025 was $14.0 million, including our net income of $5.6 million and non-cash expenses of $29.8 million for items such as amortization of intangible assets, share-based compensation, depreciation, reduction in carrying amount of right-of-use assets, deferred income taxes, provision for excess and obsolete inventory, provision for doubtful accounts and interest. Other uses of cash for the period included decreases in other accrued liabilities, accrued compensation and benefits, and operating lease liabilities, and increases in accounts receivable and other assets. This was partially offset by increases in deferred revenue and accounts payable and a decrease in inventory.
Net Cash Used in Investing Activities
Cash used in investing activities in the three months ended September 30, 2026 was $6.8 million for purchases of property and equipment and capitalized software development costs.
Cash used in investing activities in the three months ended September 30, 2025 was $6.9 million for purchases of property and equipment and capitalized software development costs.
Net Cash Used in Financing Activities
Cash used in financing activities in the three months ended September 30, 2026 was $5.8 million due to the repayment of $165.0 million for the 2023 Amended Credit Agreement, share repurchases of $25.0 million under the 2025 Repurchase Program, payments of $12.1 million for taxes withheld on vested and released stock awards net of proceeds from the issuance of shares of our common stock under our ESPP and exercise of stock options, and $3.7 million in payments for debt issuance costs related to the 2026 Credit Agreement. This was partially offset by $200.0 million in borrowings under the 2026 Credit Agreement.
Cash used in financing activities in the three months ended September 30, 2025 was $1.7 million primarily due to share repurchases of $12.0 million under the 2025 Repurchase Program, payments of $11.0 million for taxes withheld on vested and released stock awards net of proceeds from the issuance of shares of our common stock under our ESPP and exercise of stock options, and debt repayments of $3.8 million, partially offset by a $25.0 million borrowing against the 2023 Revolving Facility.
Foreign Currency Effect on Cash and Cash Equivalents
Foreign currency effect on cash and cash equivalents decreased in the three months ended September 30, 2026, primarily due to changes in foreign currency exchange rates between the U.S. Dollar and particularly the Indian Rupee, the UK Pound and the Euro.
Contractual Obligations
As of September 30, 2026, we had contractual obligations resulting from our debt arrangement, agreements to purchase goods and services in the ordinary course of business and obligations under our operating lease arrangements.
Our debt obligations relate to amounts owed under our 2026 Credit Agreement. As of September 30, 2026, we had $200.0 million of debt borrowed and outstanding, which matures on July 29, 2031. We are subject to interest on our debt obligations and an unused commitment fee. See Note 7, Debt, in the Notes to Condensed Consolidated Financial Statements in this Report for additional information regarding our debt obligations.
Our unconditional purchase obligations represent the purchase of long lead-time component inventory that our contract manufacturers procure in accordance with our forecast. We expect to honor the inventory purchase commitments within the next 12 months. As of September 30, 2026, we had non-cancelable commitments to purchase $117.1 million of inventory, including commitments for semiconductor components. These obligations reflect our ongoing effort to secure component supply and reduce supply chain risk given continued constraints in the global semiconductor market. See Note 8, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements for additional information regarding our purchase obligations.
We lease facilities under operating lease arrangements at various locations that expire at various dates through our fiscal year 2033. As of September 30, 2026, the value of our obligations under operating leases was $32.5 million. In addition, we have future lease commitments of $8.7 million for leases that have not commenced as of September 30, 2026.
We have contractual commitments to our suppliers which represent commitments for future services. As of September 30, 2026, we had contractual commitments of $19.4 million that are due through fiscal year 2029.
We have immaterial income tax liabilities related to uncertain tax positions and we are unable to reasonably estimate the timing of the settlement of those liabilities.
We did not have any material commitments for capital expenditures as of September 30, 2026.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk primarily from changes in interest rates on our debt and from foreign currency exchange rate fluctuations.
Interest Rate Sensitivity
Debt
We are exposed to interest rate fluctuations primarily through variable-rate borrowings under the 2026 Credit Agreement, which is described in Note 7, Debt, in the Notes to Condensed Consolidated Financial Statements in this Report. As of September 30, 2026, we had $200.0 million of debt outstanding. During the quarter ended September 30, 2026, the average daily outstanding amount was $189.3 million, with a high of $200.0 million and a low of $165.0 million.
The following table presents hypothetical changes in interest expense for the quarter ended September 30, 2026, on the outstanding borrowings under the 2026 Credit Agreement as of September 30, 2026, that are sensitive to changes in interest rates (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in interest expense given a decrease in interest rate of X bps* |
|
|
Average outstanding |
|
|
Change in interest expense given an increase in interest rate of X bps* |
|
Description |
|
(100 bps) |
|
|
(50 bps) |
|
|
as of September 30, 2026 |
|
|
100 bps |
|
|
50 bps |
|
Debt |
|
$ |
(473 |
) |
|
$ |
(237 |
) |
|
$ |
189,348 |
|
|
$ |
473 |
|
|
$ |
237 |
|
* The underlying interest rate was 5.08% as of September 30, 2026.
Exchange Rate Sensitivity
A majority of our sales and expenses are denominated in U.S. Dollars. While we conduct some sales transactions and incur certain operating expenses in foreign currencies and expect to continue to do so, we do not anticipate that foreign exchange gains or losses will be significant, in part because of our foreign exchange risk management process discussed below.
Foreign Exchange Forward Contracts
We record all derivatives on the balance sheet at fair value. From time to time, we enter into foreign exchange forward or zero-cost collar contracts to attempt to mitigate the effect of gains and losses generated by foreign currency transactions related to certain forecasted operating expenses and remeasurement of certain assets and liabilities denominated in foreign currencies. Changes in the fair value of our foreign exchange forward contracts are offset largely by re-measurement of the underlying foreign currency denominated assets and liabilities. As of September 30, 2026 and June 30, 2026, foreign exchange forward contracts not designated as hedging instruments had a total notional principal amount of $83.4 million and $68.0 million, respectively. Changes in the fair value of derivatives are recognized in “Other expense, net.” For the three months ended September 30, 2026 and 2025, the condensed consolidated statements of operations included net losses of $0.4 million and $1.4 million, respectively from these contracts.
Zero-Cost Collar Contracts
Changes in the fair value of our zero-cost collar contracts are recorded as a component of “Accumulated other comprehensive loss” in the condensed consolidated balance sheets. Amounts recorded in “Accumulated other comprehensive loss” related to the changes in the fair value of these derivatives are reclassified to the condensed consolidated statement of operations in the same period that the underlying hedged transaction affects earnings. As of September 30, 2026 and June 30, 2026, zero-cost collar contracts designated as cash flow hedges had a total notional principal amount of $91.9 million and $82.5 million, respectively, and had maturities of less than twelve months. As of September 30, 2026, these contracts had unrealized losses of $1.9 million. For the three months ended September 30, 2026, these contracts had realized net losses of $0.3 million. As of September 30, 2025, there were no outstanding zero-cost collar contracts that were designated as hedging instruments.
Foreign Currency Transactions
For the three months ended September 30, 2026 and 2025, we recognized foreign currency transaction net gains of less than $0.1 million and foreign currency transaction net gains of $0.9 million, respectively, related to the change in fair value of foreign currency denominated assets and liabilities.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) under the Securities Exchange Act of 1934, as amended) during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our CEO and CFO have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Extreme Networks have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Notwithstanding these limitations, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our CEO and CFO have concluded that our disclosure controls and procedures are, in fact, effective at the “reasonable assurance” level.