15. Income Taxes

The Company’s global valuation allowance decreased by $11.1 million in the fiscal year ended June 30, 2025 and increased by $23.1 million in the fiscal year ended June 30, 2024. The Company has provided a full valuation allowance against all of its U.S. federal and state deferred tax assets, as well as valuation allowances against certain non-U.S. deferred tax assets in Ireland and Brazil. The valuation allowance is determined by assessing both negative and positive available evidence to determine whether it is more likely than not that the deferred tax assets will be recoverable. The Company's inconsistent earnings in recent periods, including historical losses, tax attributes expiring unutilized in recent years and the cyclical nature of the Company's business provides sufficient negative evidence that require a full valuation allowance against its U.S. federal and state net deferred tax assets as well as a portion of its Irish net deferred tax assets. The valuation allowance is evaluated periodically and can be reversed partially or in full if business results and the economic environment have sufficiently improved to support realization of the Company's deferred tax assets.

As of June 30, 2025, the Company had net operating loss carry-forwards (“NOLs”) for U.S. federal and state tax purposes of $8.7 million and $121.1million, respectively. As of June 30, 2025, the Company also had foreign NOLs in Australia, Brazil, France and Ireland of $4.2 million, $12.9 million, $2.9 million and $9.0 million respectively. As of June 30, 2025, the Company also had federal and state tax credit carry-forwards of $23.3 million and $38.0 million, respectively. These credit carry-forwards consist of research and development tax credits. The $8.7 million U.S. federal NOL carry-forwards are the remaining legacy Aerohive NOLs subject to an annual section 382 limitation, however, they have an indefinite carry-forward life. The state net operating losses of $121.1 million will begin to partially expire in the fiscal year ending June 30, 2026. The foreign net operating losses can generally be carried forward indefinitely. Federal research and development tax credits of $23.3 million will expire beginning in fiscal 2027, if not utilized. North Carolina state research and development tax credits of $0.8 million will expire beginning in the fiscal year ending June 30, 2026, if not utilized. California state research and development tax credits of $37.2 million do not expire and can be carried forward indefinitely.

In June 2025, the Company performed an analysis under Section 382 of the IRC with respect to its net operating loss and credit carry-forwards to determine whether a potential ownership change had occurred that would place a limitation on the annual utilization of these U.S. tax attributes. It was determined that no ownership change had occurred during the fiscal year ended June 30, 2024, however, it is possible a subsequent ownership change could limit the utilization of the Company's tax attributes. The Company also performed, in June 2020, a separate IRC section 382 analysis with respect to the NOLs and tax credits acquired from Aerohive and have determined that while the Company will be subject to an annual limitation, the Company should not be limited on the full utilization of the losses and credits during the statutory allowable carryforward period for the NOLs and credits.

As of June 30, 2025, cumulative undistributed, indefinitely reinvested earnings of non-U.S. subsidiaries totaled $47.0 million. It has been the Company’s historical policy to invest the earnings of certain foreign subsidiaries indefinitely outside the U.S. The Company has reviewed its prior position on the reinvestment of earnings of certain foreign subsidiaries and has recorded a deferred tax liability of $1.0 million related to withholding taxes that may be incurred upon repatriation of earnings from jurisdictions where no indefinite reinvestment assertion is made. The Company continues to maintain an indefinite reinvestment assertion for earnings in certain of its foreign jurisdictions. The unrecorded deferred tax liability for potential taxes associated with repatriation of these earnings is $9.0 million.

The Company is currently assessing the impact of the One Big Beautiful Bill Act (“OBBBA”) which was enacted on July 4, 2025. OBBBA includes significant provisions, including modification of certain provisions of the Tax Cuts and Jobs Act of 2017, the restoration of favorable tax treatment of domestic research expenditures and interest expenses and modification to the international tax framework. The legislation has multiple effective dates with certain provisions effective for fiscal year 2026 and others to be implemented in fiscal year 2027.

The Company conducts business globally and as a result, most of its subsidiaries file income tax returns in various domestic and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. Its major tax jurisdictions are the U.S., Ireland, India, California, New Hampshire, Texas and North Carolina. In general, the Company's U.S. federal income tax returns are subject to examination by tax authorities for fiscal years ended June 2013 forward due to net operating losses and the Company's state income tax returns are subject to examination for fiscal years ended June 2003 forward due to net operating losses. Statutes related to material foreign jurisdictions are generally open for fiscal years ended June 2021 forward for Ireland and for tax year ended March 2021 forward for India.

The U.S. tax rules require U.S. tax on foreign earnings, known as Global Intangible Low Taxed Income (“GILTI”). Under U.S. Generally Accepted Accounting Principles, taxpayers are allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes. The Company has elected to account for GILTI tax as a component of tax expense in the period in which it is incurred under the period cost method.

As of June 30, 2025, the Company had $18.1 million of unrecognized tax benefits. If fully recognized in the future, $0.1 million would impact the effective tax rate, and $18.0 million would result in adjustments to deferred tax assets and corresponding adjustments to the valuation allowance. The Company does not reasonably expect the amount of unrealized tax benefits to materially decrease during the next twelve months.

Estimated interest and penalties related to the underpayment of income taxes, if any are classified as a component of income tax expense in the consolidated statements of operations and totaled less than $0.1 million for each of the years ended 2025, 2024 and 2023.