Arista Networks, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities and Exchange Act of 1934, as amended, that occurred during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of Internal Controls Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls 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 objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can 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 also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide 103 Table of Contents reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the Consolidated Financial Statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 framework). Based on that assessment, management concluded that, as of December 31, 2024, its internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The effectiveness of our internal control over financial reporting, as of December 31, 2024, has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our Consolidated Financial Statements, as stated in their report included in Item 8 of this Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024. Item 9B. Other Information Securities Trading Plans of Directors and Executive Officers During our last fiscal quarter, the following directors and officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows: On December 13, 2024 , Jayshree Ullal , our Chairperson and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of: (i) up to 7,349,668 shares of our common stock; and (ii) a number of shares of our common stock that may be earned in connection with grants of performance-based restricted stock units, which cannot be determined at this time. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until April 17, 2026 , or earlier if all transactions under the trading arrangement are completed. No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 104 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance Information required by this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. Executive Compensation Information required by this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions and Director Independence Information required by this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. Principal Accountant Fees and Services Information required by this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 105 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Documents filed as part of this Annual Report on Form 10-K are as follows: 1. Consolidated Financial Statements Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or Notes thereto. 3. Exhibits The exhibits listed in the following Exhibit Index are filed or incorporated by reference into this report: 106 Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant. 10-Q 001-36468 3.1 8/8/2014 3.2 Amended and Restated Bylaws of Arista Networks, Inc. dated December 18, 2023 8-K 001-36468 3.1 12/20/2023 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-36468 3.1 12/3/2024 4.1 Form of the Registrant's common stock certificate. S-1/A 333-194899 4.1 4/21/2014 4.2 Description of Registrant’s securities registered under Section 12 of the Exchange Act ü 10.1 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. 10-Q 001-36468 10.1 11/1/2019 10.2 † 2004 Equity Incentive Plan. S-1 333-194899 10.2 3/31/2014 10.3 † 2011 Equity Incentive Plan. S-1 333-194899 10.3 3/31/2014 10.4 † 2014 Equity Incentive Plan. ü 10.5 † 2014 Employee Stock Purchase Plan. ü 10.6 † Offer Letter, dated October 17, 2004, by and between the Registrant and Kenneth Duda. S-1 333-194899 10.6 3/31/2014 10.7 † Offer Letter, dated June 8, 2007, by and between the Registrant and Anshul Sadana. S-1 333-194899 10.7 3/31/2014 10.8 † Offer Letter, dated August 1, 2008, by and between the Registrant and Jayshree Ullal. S-1 333-194899 10.8 3/31/2014 10.9 † Offer Letter, dated March 27, 2013, by and between the Registrant and Charles Giancarlo. S-1 333-194899 10.9 3/31/2014 10.11 Lease between Arista Networks, Inc. and The Irvine Company LLC, dated August 10, 2012, as amended on February 28, 2013. S-1 333-194899 10.15 3/31/2014 10.12 Second Amendment to Lease, by and between Arista Networks, Inc. and The Irvine Company LLC, dated July 30, 2014. 10-Q 001-36468 10.1 8/8/2014 10.13 License Agreement, dated November 30, 2004, by and between the Registrant and OptumSoft, Inc. S-1 333-194899 10.16 3/31/2014 10.14‡ Manufacturing Services Letter Agreement, dated February 5, 2007, between the Registrant and Jabil Circuit, Inc. S-1 333-194899 10.17 3/31/2014 10.15 † Employee Incentive Plan. S-1/A 333-194899 10.21 4/21/2014 10.16 † Offer Letter, dated May 18, 2015, by and between the Registrant and Ita Brennan. 8-K 001-36468 10.1 5/14/2015 10.17 † Severance Agreement, effective May 18, 2015, by and between the Registrant and Ita Brennan. 8-K 001-36468 10.2 5/14/2015 10.18 † 2015 Global Sales Incentive Plan. 10-Q 001-36468 10.3 5/5/2016 10.19 † Offer letter, dated January 2, 2013, by and between the Registrant and Marc Taxay. 10-Q 001-36468 10.1 5/8/2017 10.20 † Severance Agreement, dated March 30, 2015, by and between the Registrant and Marc Taxay. 10-Q 001-36468 10.2 5/8/2017 10.21 † Offer letter, dated February 14, 2017, by and between the Registrant and John McCool. 10-Q 001-36468 10.3 5/8/2017 10.22 † Severance Agreement, dated March 20, 2017, by and between the Registrant and John McCool. 10-Q 001-36468 10.4 5/8/2017 10.23 ‡ Term Sheet of Mutual Release and Settlement Agreement, dated August 6, 2018, between the Registrant and Cisco Systems, Inc. 10-Q 001-36468 10.1 11/5/2018 10.24 ‡ Mutual Release and Settlement Agreement, dated August 6, 2018, by and between the Registrant and Cisco Systems, Inc. 10-K 001-36468 10.24 2/15/2019 10.25 † Awake Security, Inc. 2014 Equity Incentive Plan S-8 333-249591 99.1 10/22/2020 107 Table of Contents Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 10.26 Third Amendment to Lease, by and between Arista Networks, Inc. and The SANTA CLARA GATEWAY I LLC, dated February 1, 2023 10-K 001-36468 10.1 2/13/2023 10.27 Letter Agreement by and between the Company and Chantelle Breithaupt, dated October 15, 2023 8-K 001-36468 10.1 12/1/2023 10.28 Form of Severance Agreement by and between the Company and Chantelle Breithaupt 10-K 001-36468 10.28 2/13/2024 10.29** Consulting Agreement between the Company and Anshul Sadana, dated May 21, 2024 ü 19.0 Insider Trading Policy ü 21.1 List of Subsidiaries of the Registrant . ü 23.1 Consent of Independent Registered Public Accounting Firm. ü 24.1 Power of Attorney (contained on signature page hereto) ü 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü 31.2 Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 . ü 32.1* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 . ü 97.1 Compensation Recovery Policy 10-K 001-36468 97.1 2/13/2024 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 104.0 Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101) ______________________ † Indicates a management contract or compensatory plan or arrangement. ‡ Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission. * * Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. * The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Arista Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. 108 Table of Contents Item 16. Form 10-K Summary None. 109 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARISTA NETWORKS, INC. (Registrant) Dated: February 18, 2025 By: /s/ JAYSHREE ULLAL Jayshree Ullal President, Chief Executive Officer and Chairperson of the Board (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jayshree Ullal and Chantelle Breithaupt, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ JAYSHREE ULLAL President, Chief Executive Officer and Chairperson of the Board (Principal Executive Officer) February 18, 2025 Jayshree Ullal /s/ CHANTELLE BREITHAUPT Chief Financial Officer (Senior Vice President) February 18, 2025 Chantelle Breithaupt /s/ KENNETH DUDA Chief Technology Officer, Senior Vice President, Director February 18, 2025 Kenneth Duda /s/ KELLY BATTLES Director February 18, 2025 Kelly Battles /s/ LEWIS CHEW Director February 18, 2025 Lewis Chew /s/ CHARLES GIANCARLO Director February 18, 2025 Charles Giancarlo /s/ DAN SCHEINMAN Director February 18, 2025 Dan Scheinman /s/ MARK TEMPLETON Director February 18, 2025 Mark Templeton /s/ YVONNE WASSENAAR Director February 18, 2025 Yvonne Wassenaar 110