EXPLANATORY NOTE
Citrix Systems, Inc., a Delaware corporation (the “Company” or the “Registrant”), is filing this Post-Effective Amendment
No. 1 to Form S-8 Registration Statement to deregister 2,105,818 shares of the Registrant’s common stock, par value $.001 per share (“Common Stock”), originally registered by the Registrant
pursuant to its Registration Statement on Form S-8 (Commission File No. 333-223069 and referred to herein as the “Registration Statement”) filed with the
Securities and Exchange Commission on February 16, 2018 to be offered and sold pursuant to the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”).
At the Company’s Annual Meeting of Stockholders held on June 4, 2019, the Company’s stockholders approved an amendment to the
2014 Plan, which, among other things, decreased the total number of shares of Common Stock authorized for issuance under the 2014 Plan by 2,600,000 shares (the “Share Decrease”).
In addition, pursuant to the 2014 Plan, any shares of Common Stock underlying any awards granted under the Citrix Systems, Inc. Amended and
Restated 2005 Equity Incentive Plan, as amended (the “2005 Plan”) that are forfeited, canceled or otherwise terminated (other than by exercise) after May 22, 2014, the date that the 2014 Plan was originally approved by the
Company’s stockholders, are made available for awards under the 2014 Plan. The Registration Statement registered 2,710,927 shares of Common Stock underlying awards granted under the 2005 Plan that were forfeited, canceled or otherwise
terminated (other than by exercise) during the period between May 22, 2014, the date of the Registrant’s 2014 annual meeting of shareholders, and December 31, 2017. Between January 1, 2018 and December 31, 2019, an aggregate
of 494,182 shares of Common Stock (the “2005 Shares”) have been included in the shares reserved for issuance under the 2014 Plan as a result of the forfeiture, cancellation or other termination of previously made awards under the 2005
Plan.
In connection with the Share Decrease and the inclusion of the 2005 Shares in the shares reserved for issuance under the 2014 Plan,
the Registrant hereby deregisters a net number of 2,105,818 shares of Common Stock that were originally registered for issuance under the Registration Statement and that remain unissued as of the date hereof. Following the deregistration of such
shares, a total of 17,605,109 shares of Common Stock are registered for issuance under the Registration Statement.
The 2005 Shares were
previously registered for issuance under the 2005 Plan pursuant to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on
August 7, 2012 (File No. 333-183120) (the “Prior Registration Statement”). The Company is concurrently filing with the Commission a post-effective amendment to the Prior Registration
Statement deregistering the 2005 Shares under the 2005 Plan.