EXTREME NETWORKS INC (Form: S-8, Received: 02/26/2026 17:14:37)

As filed with the Securities and Exchange Commission on February 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EXTREME NETWORKS, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     77-0430270

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification Number)

2121 RDU Center Drive, Suite 300

Morrisville, North Carolina 27560

(408) 579-2800

(Address of principal executive offices) (Zip Code)

Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan

(Full title of the plan)

Katayoun (“Katy”) Motiey

Chief Legal, Administrative & Sustainability Officer and Corporate Secretary

Extreme Networks, Inc.
2121 RDU Center Drive, Suite 300

Morrisville, North Carolina 27560

(Name and address of agent for service)

(408) 579-2800

(Telephone number, including area code, of agent for service)

Copy to:

     Tad Freese 
John C. Williams
Latham & Watkins LLP 
140 Scott Drive 
Menlo Park, California 94025 
Telephone: (650) 328-4600 

    

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


Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company	
Emerging growth company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES

In this Registration Statement, Extreme Networks, Inc. is sometimes referred to as “Registrant,” “we,” “us,” or “our.”

We filed with the Securities and Exchange Commission (the “SEC”) Registration Statements on Form S-8 (File Nos. 333-283817, 333-276074, 333-268818, 333-261350, 333-235541, 333-221876, 333-215648 and 333-192507) on December 13, 2024, December 15, 2023, December 15, 2022, November 24, 2021, December 17, 2019, December 1, 2017, January 20, 2017 and November 22, 2013, respectively, relating to shares of the Company’s Common Stock to be issued under our Amended and Restated 2013 Equity Incentive Plan (the “Incentive Plan”) and the contents of such Registration Statements on Form S-8 are incorporated by reference in this Registration Statement. We are hereby registering an additional 6,800,000 shares of Common Stock issuable under the Incentive Plan, none of which have been issued as of the date of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference.

We are allowed to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference herein is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:

(a)

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 18, 2025;

(b)

The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 2025;

(c)

Our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2025 and September 30, 2025, filed with the SEC on January 29, 2026 and October 30, 2025, respectively;

(d)

Our Current Reports on Form 8-K filed with the SEC on November 13, 2025 and January 7, 2026; and

(e)

The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 5, 1999, including any amendments or reports filed for the purpose of updating such description.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders, or document or current report furnished under any current or future items of Form 8-K (including current Items 2.02 and 7.01, and exhibits furnished on such form that relate to such items), in each case, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so

modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information furnished under Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

     Item 8.

     Exhibits.

      
     Incorporated by Reference

     Exhibit
Number

     Description of Document

     Form

     Filing
Date

     Exhibit
Number

     Provided
Herewith

      4.1

     Amended and Restated Certificate of Incorporation.

     8-K

     11/18/2022

     3.1

      4.2

     Certificate of Amendment to Amended and Restated Certificate of Incorporation.

     8-K

     11/9/2023

     3.1

      4.3

     Amended and Restated Bylaws.

     8-K

     6/9/2023

     3.1

      4.4

     Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

     10-K

     8/24/2023

     4.2

      5.1

     Opinion of Latham & Watkins LLP.

     X

     23.1

     Consent of Independent Registered Public Accounting Firm.

     X

     23.2

     Consent of Latham & Watkins LLP (included in Exhibit 5.1). 

     X

     24.1

     Power of Attorney (included on signature page hereto).

     X

     99.1#

     Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan.

     10-Q

     1/29/2026

     10.1

     107

     Calculation Filing Fee Table.

     X

     #

     Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Morrisville, North Carolina, on February 26, 2026.



EXTREME NETWORKS, INC.

By:		/s/ KEVIN RHODES
Name:		Kevin Rhodes
Title:		Executive Vice President, Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward B. Meyercord III, Kevin Rhodes and Katy Motiey as attorney-in-fact, each with full power of substitution and full power to act for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that such attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



Signature	Title	Date

/s/ EDWARD B. MEYERCORD III Edward B. Meyercord III	President and Chief Executive Officer, Director (principal executive officer)	February 26, 2026

/s/ KEVIN RHODES Kevin Rhodes	Executive Vice President, Chief Financial Officer (principal financial and accounting officer)	February 26, 2026

/s/ JOHN C. SHOEMAKER John C. Shoemaker	Director, Chairman of the Board	February 26, 2026

/s/ INGRID J. BURTON Ingrid J. Burton	Director	February 26, 2026

/s/ CHARLES P. CARINALLI Charles P. Carinalli	Director	February 26, 2026

/s/ KATHLEEN M. HOLMGREN Kathleen M. Holmgren	Director	February 26, 2026

/s/ EDWARD H. KENNEDY Edward H. Kennedy	Director	February 26, 2026

/s/ RAJ KHANNA Raj Khanna	Director	February 26, 2026

/s/ RONALD J. PASEK	Director	February 26, 2026
Ronald J. Pasek	Director	February 26, 2026

Exhibit 5.1


	140 Scott Drive
	Menlo Park, California 94025
	Tel: +1.650.328.4600 Fax: +1.650.463.2600
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
February 26, 2026	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.

Extreme Networks, Inc.
2121 RDU Center Drive, Suite 300
Morrisville, NC 27560


	Re:	Registration Statement on Form S-8; 6,800,000 shares of common stock of Extreme Networks, Inc., par value $0.001 per share

To the addressee set forth above:

We have acted as special counsel to Extreme Networks, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 6,800,000 shares (the “Shares”) of common stock of the Company, par value $0.001 per share, issuable under the Company’s Amended and Restated 2013 Equity Incentive Plan (the “EIP”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2026 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the

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     February 26, 2026
Page 2

General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the EIP, assuming in each case that the individual issuances, grants or awards under the EIP are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the EIP (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated August 18, 2025 with respect to the consolidated financial statements and internal control over financial reporting of Extreme Networks, Inc. included in the Annual Report on Form 10-K for the year ended June 30, 2025, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ Grant Thornton LLP

San Francisco, California

February 26, 2026

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Extreme Networks, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

     Security 
Type
 
     Security Class 
Title
 
     Fee Calculation
 Rule
 
     Amount to be Registered(1)
 
     Proposed Maximum
Offering Price Per Unit(2)
 
     Maximum Aggregate
Offering Price
 
     Fee Rate
 
     Amount of Registration Fee

     Equity
 
     Common Stock, par value $0.001 per share 
 
     Rule 457 (c) and 
Rule 457 (h) 
 
     6,800,000(3)
 6,

     $13.76
 
     $93,568,000.00
 
     $138.10 per
$1,000,000
 
     $12,921.75

     Total Offering Amounts
 
     $93,568,000.00
 
     $12,921.75

     Total Fee Offsets(4)
 
     —

     Net Fee Due
 
     $12,921.75

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share, of the Registrant (“Common Stock”) that become issuable under the Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock.

(2)

The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 23, 2026, which date is within five business days prior to filing this Registration Statement.

(3)

Represents 6,800,000 shares of the Registrant’s Common Stock that are available for issuance pursuant to the Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan.

(4)

The Registrant does not have any fee offsets.