Ubiquiti Inc. (UI) — Agentic Tribune

Item 1. Business

Business Overview

The Company was founded by Robert Pera in 2005. We sell equipment, and provide the related software platforms, worldwide through a network of over 100 distributors, on-line retailers and direct to customers through our webstores. Ubiquiti is focused on democratizing network technology on a global scale. Our devices play a role in creating networking infrastructure in over 200 countries and territories around the world. Our professional networking products are powered by our UISP and UniFi OS software platforms to provide high-capacity distributed Internet access and unified information technology management, respectively.

We develop technology platforms for high-capacity distributed internet access, unified information for secure and easily managed network infrastructure, connected sensors, cameras, access devices, appliances and other endpoint devices for enterprises, industrial and service-provider environments. We categorize our solutions into two main categories: high performance networking technology for enterprises and service providers. We target the enterprise and service provider markets through our highly engaged community of service providers, distributors, value added resellers, webstores, systems integrators and corporate IT professionals, which we refer to as the Ubiquiti Community.

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive Officer, who is central to our business, the

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majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel. We do not employ a traditional direct sales force, but instead drive brand awareness through online reviews and publications, our website, our distributors and the Company’s user community where customers can interface directly with our R&D, marketing, and support teams. Our technology platforms were designed from the ground up with a focus on delivering highly-advanced and easily-deployable solutions that appeal to a global customer base.

We offer a broad and expanding portfolio of networking products and solutions for operator-owners of wireless internet services (“WISPs”), enterprises and smart homes. Our operator-owner service-provider-product platforms provide carrier-class network infrastructure for fixed wireless broadband, wireless backhaul systems and routing and the related software for WISPs to easily control, track and bill their customers. Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other complementary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface. We believe that our products are differentiated due to our proprietary software, firmware expertise, and hardware design capabilities.

We operate our business as one reportable and operating segment. Further information regarding Segments can be found in Note 14 to our Consolidated Financial Statements. Our revenues were $3.3 billion, $2.6 billion and $1.9 billion in the fiscal years ended June 30, 2026, 2025 and 2024, respectively. We reported net income of $960.3 million, $711.9 million and $350.0 million in the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Refer to our Consolidated Financial Statements included under Part IV, Item 15 of this Annual Report on Form 10-K for more financial information.

Industry Overview

Global demand for reliable, high-capacity connectivity continues to expand as consumers, enterprises and service providers support a growing number of connected users, devices and applications. Internet traffic remains driven by bandwidth-intensive uses such as video streaming, cloud-based applications, remote work, online collaboration, gaming, artificial intelligence-enabled services and connected-device ecosystems. At the same time, enterprises are increasingly deploying networked systems across campuses, offices, retail locations, industrial facilities and smart homes, creating demand for integrated networking, switching, routing, wireless access, video surveillance, access control and related software management platforms.

The Internet of Things (“IoT”) market has further increased the need for scalable, secure and easily managed network infrastructure. Connected sensors, cameras, access devices, appliances and other endpoint devices are being adopted across consumer, enterprise, industrial and service-provider environments. These deployments increase the importance of network reliability, centralized management, cybersecurity, interoperability and cost-effective expansion. As connected environments become more complex, customers increasingly seek solutions that combine hardware, software and cloud-enabled or locally managed platforms to simplify deployment, monitoring and maintenance.

Wireless networking continues to be an important alternative and complement to wired infrastructure. While fiber and other wired networks remain critical for high-capacity connectivity, wireless broadband, WiFi, fixed wireless access and wireless backhaul can provide faster deployment, lower installation costs and greater flexibility, particularly in underserved, hard-to-reach or rapidly expanding markets. Newer wireless technologies, higher-capacity spectrum use and advances in networking software are enabling service providers and enterprises to expand connectivity, improve performance and manage distributed networks more efficiently.

These trends have intensified competition in the markets for enterprise networking, service-provider infrastructure, wireless broadband, video surveillance, access control and related connected-device platforms. Customers increasingly evaluate solutions based on performance, reliability, ease of installation and management, scalability, security, total cost of ownership and ecosystem breadth. We believe these market dynamics continue to create opportunities for companies that can deliver integrated, cost-effective and easy-to-deploy networking technology for service providers, enterprises and connected environments.

Our Technology and Products

We offer products and solutions based on our proprietary technology across multiple markets. Utilizing low-cost hardware and innovative software and firmware, we seek to build price-performance solutions to address both enterprises and service providers.

Key Technology Platforms

Our current Enterprise Technology solutions include:

•UniFi Cloud Gateway - UniFi Cloud Gateway is an Enterprise class internet and security gateway device that provides reliable routing, advanced cybersecurity and centralized site management.

•UniFi WiFi - An enterprise WiFi system that combines state-of-the-art hardware with intuitive software management for configuration of access points at scale.

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•UniFi Protect - our UniFi Protect platform is a powerful video surveillance platform offering private local storage, secure remote access and a versatile range of cameras designed for any deployment scenario.

•UniFi Switch - UniFi Switch is a versatile switching platform that delivers high-capacity performance, and power over ethernet to scale enterprise networks.

•UniFi Access - UniFi Access is a secure and expandable access control solution featuring touchscreen readers, live video integration, and support for mobile credentials, all managed via the UniFi platform.

•UniFi Talk - UniFi Talk is a plug-and-play business phone system and VoIP subscription service designed to elevate productivity in organizations.

Our current Service Provider technology solutions include:

•airMAX - our airMAX platform includes proprietary protocols developed by us that contain advanced technologies for minimizing signal noise. Devices on the airMAX platform, such as base stations, radios, backhaul equipment and customer premise equipment (“CPE”), are able to support a wireless network that can scale to hundreds of clients per base station over long distances while maintaining low latency and high throughput.

•airFiber - our airFiber platform is a wireless backhaul point-to-point radio system, a wireless method of transmitting data to and from network backbone. Components of the airFiber products were designed to provide low latency with high throughput, using an integrated split antenna and a global positioning system to simultaneously send data packets from each side of the link.

•UFiber GPON - UFiber GPON platform, a plug and play fiber network technology, that allows users to build passive optical network deployment with minimal effort and cost. It is designed to enable internet service providers to quickly build high speed fiber internet networks for many users and over long distances.

•Wave - Built on proprietary Wave Technology, these products leverage the global, unlicensed 60 GHz band to maximize speed and performance across long-range wireless deployments, making them ideal for high-throughput urban and suburban rollouts.

Research and Development

Our research and development organization is responsible for the design, development and testing of our products. Our geographically-distributed engineering team has deep expertise and experience in networking and antenna design, and we have a number of personnel with longstanding experience with network architecture and operation. We have developed and intend to continue to develop our technology in part by operating with a relatively flat reporting structure that relies on individual contributors or small development teams to develop, test and obtain feedback for our products.

As of June 30, 2026, our research and development team consisted of 1,321 full time equivalent employees, including contractors, located in the United States, Taiwan, China, Latvia, the Czech Republic, Lithuania, Ukraine, Sweden, and elsewhere. Our research and development operations work on product development of new products and new versions of existing products. Our research and development expenses were $204.2 million, $169.7 million and $159.8 million for fiscal 2026, fiscal 2025 and fiscal 2024, respectively. We expect that the number of our research and development personnel will increase over time and that our research and development expenses will also increase. For a further discussion of the uncertainties and business risks associated with our international workforce and operations, refer to risk factors under “Part I - Item 1A. Risk Factors - Risks Related to Our International Operations.”

Manufacturing and Suppliers

We use contract manufacturers, primarily located in Vietnam and China, to manufacture our products. Over the long term, our contract manufacturers are not required to manufacture our products for any specific period or in any specific quantity. If necessary, we expect that it would take approximately three to six months to transition manufacturing, quality assurance and shipping services to new providers. For a further discussion of the uncertainties and risks associated with our contract manufacturers, see “Part I - Item 1A. Risk Factors - Risks Related to Our Business and Industry - We rely on a limited number of contract manufacturers to produce our products. Shortages of components or manufacturing capacity could increase our costs or delay our ability to fulfill future orders and could have a material adverse impact on our business and results of operations.”

We rely on third party components and technology to build and operate our products, and we primarily rely on our contract manufacturers to obtain the components, subassemblies and products necessary for the manufacture of our products. While components and supplies in the past have been generally available from a variety of sources, we and our contract manufacturers currently depend on a single or limited number of suppliers for several components for our products. We and our contract manufacturers rely on purchase orders rather than long-term contracts with these suppliers. The majority of our product revenues are dependent upon the sale of products that incorporate components from a small number of suppliers. We are party to non-exclusive license agreements with some of these suppliers whereby we license certain technology that we incorporate into our products. These agreements generally automatically renew for successive one-year periods unless the agreements are terminated by written notice of

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nonrenewal with advance notice prior to the end of their then-current term. The Company has not received any termination notice as of the date of this Annual Report on Form 10-K. We depend on these license agreements to modify and replace firmware on certain chipsets with our proprietary firmware. While our agreements with suppliers remains effective, the terms of these agreements, allow either party to terminate the agreements without cause at the end of the annual contract term.

We do not stockpile sufficient components to cover the time it would take to re-engineer our products to replace the components used to manufacture our products and we generally do not have any guaranteed supply arrangements with our suppliers for these components (including the chipsets). While we have attempted to mitigate supply shortages through our contract manufacturers and exploring open-market avenues to procure the necessary components, there is no assurance that we will be able to obtain sufficient supply of such components on suitable terms, including the pricing terms. If we need to seek a suitable second source for these components for our products, there can be no assurance that we would be able to successfully source our chipsets on suitable terms, if at all. In any event, our use of chipsets from multiple sources may require us to significantly modify our designs and manufacturing processes to accommodate these different chipsets. We believe any shortage or delay in the supply of these components would harm our ability to continue to manufacture and supply our products, which would adversely affect our product offerings and revenues. For a further discussion of the uncertainties and business risks associated with the shortages of components, see “Part I - Item 1A. Risk Factors - Risks Related to Our Business and Industry - We rely upon a limited number of suppliers. If these sources fail to satisfy our supply requirements or we are unable to manage our supply requirements through other sources, it could disrupt our business or have a material adverse effect on our results of operations and financial condition.”

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-K filed 2026-08-21 (period ending 2026-06-30).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive Officer, who is central to our business, the majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel. We do not employ a traditional direct sales force, but instead drive brand awareness through online reviews and publications, our website, our distributors and our user community where customers can interface directly with our R&D, marketing, and support teams. Our technology platforms were designed from the ground up with a focus on delivering highly-advanced and easily-deployable solutions that appeal to a global customer base.

interface. We believe that our products are differentiated due to our proprietary software, firmware expertise, and hardware design capabilities.

We distribute our products through a worldwide network of over 100 distributors and online retailers and direct to customers through our webstores.

Tariff and Trade Tensions – The U.S. government issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other countries, including Vietnam. The U.S. government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. Further, recent judicial rulings have nullified certain tariffs imposed by the Trump administration. In addition, the U.S. government continues to impose new tariffs and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased our product costs. For so long as such tariffs are in effect, we expect such tariffs and related trade policy uncertainty will continue to affect our product costs, operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part I—Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

Supply Constraints and Risks – We have experienced in the past, and are currently experiencing volatility in the supply of components used to manufacture our products. This volatility has resulted in supply constraints and corresponding increases in component delivery lead times and costs to obtain components, and resulted in delays in product production. Our efforts to mitigate these supply constraints have included, for example, increasing our inventory build in an attempt to secure supply and meet customer demand, paying higher component and shipping costs to secure supply and modifying our product designs to leverage alternate suppliers. Although these mitigation efforts are intended to optimize our access to the components required to meet customer demand for our products, we have limited visibility into future sales, which makes it difficult to forecast our future results of operations. These mitigation efforts have caused our inventory and vendor deposit balances to increase in the past, and they may cause such increases in the future. These mitigation efforts therefore significantly increase the risks of future material excess, obsolete inventory and related losses. We believe that we have taken the right actions to mitigate these supply constraints; however, we recognize the associated risks.

Russia-Ukraine Military Conflict - We are monitoring the ongoing military conflict between Russia and Ukraine, associated tensions in surrounding countries, and associated economic sanctions. While the impact on our operations in Ukraine and its surrounding countries has not been material to our business or results of operations as of the date hereof, the full impact of the military conflict on our business and results of operations remains uncertain. The extent to which the conflict may impact our business or results of operations in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, as well as its impact on surrounding countries, including its impact on our operations in Ukraine and its surrounding countries, and its impact on global supply chains. Refer to “Part I – Item IA. Risk Factors” for a discussion of these factors and other risks.

China-Taiwan Tensions - We are monitoring the escalating tensions between China and Taiwan, and associated tensions between the U.S. and China. While the impact on our operations in Taiwan has not been material to our business or results of operations as of the date hereof, the full impact of the escalating tensions and potential military conflict on our business and results of operations remains uncertain. The extent to which the conflict may impact our business or results of operations in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, as well as its impact on China-U.S. relations, including its impact on our operations in Taiwan, and its impact on global supply chains. Refer to “Part I – Item IA. Risk Factors” for a discussion of these factors and other risks.

Key Components of Our Results of Operations and Financial Condition

Revenues

We operate our business as one reportable and operating segment. Further information regarding the segment can be found in Note 14, "Segment Information, Revenues by Geography and Significant Customers," to our Consolidated Financial Statements. Our revenues are derived principally from the sale of networking hardware. Because we have historically included implied post-contract customer support (“PCS”) free of charge in many of our arrangements, we attribute a portion of our revenues to this implied PCS.

We classify our revenues into two primary product categories: Enterprise Technology and Service Provider Technology.

•Enterprise Technology includes our UniFi platforms, including UniFi Cloud Gateways, UniFi WiFi, UniFi Switches, UniFi Protect, UniFi Access and UniFi Talk.

•Service Provider Technology includes our airMAX, UFiber, Wave, GPON and airFiber platforms, as well as embedded radio products and other 802.11 standard products including base stations, radios, backhaul equipment and customer premise equipment (“CPE”)

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors and through direct sales through our webstores. Sales to distributors accounted for 55% and 56% of our revenues during the years ended June 30, 2026 and 2025, respectively. Webstore sales accounted for 45% and 44% of our revenues during the years ended June 30, 2026 and 2025, respectively.

Cost of Revenues

Our cost of revenues is comprised primarily of the costs of procuring finished goods from our contract manufacturers and certain key components that we consign to certain of our contract manufacturers. In addition, cost of revenues includes labor and other costs which include salary, benefits and share-based compensation, in addition to costs associated with tooling, testing and quality assurance, warranty costs, logistics costs, tariffs and excess and obsolete inventory write-downs.

We currently operate warehouses located in the U.S., Europe and Asia Pacific. In addition, we outsource other logistics warehousing and order fulfillment functions located in Vietnam, Panama and to a lesser extent in other countries. We also evaluate and utilize other vendors for various portions of our supply chain from time to time. Our operations organization consists of employees and consultants engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering.

Gross Profit

Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, target end markets for our products, channel inventory levels, tariffs, and trade disputes pricing due to competitive pressure, production costs and global demand for electronic components. Although we procure and sell our products mostly in U.S. dollars, our contract manufacturers incur many costs, including labor costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract manufacturers, they may try to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Recent changes in U.S. trade policy have resulted in significant tariffs on imports from China, and tariffs on most imports from other countries, including Vietnam. The U.S government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. In addition, the U.S. government has recently and may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The recent changes have increased and we expect will continue to significantly increase our product costs. For so long as such tariffs are in effect, we expect such tariffs, and related trade policy uncertainty will continue to affect our operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part I — Item 1A. Risk Factors — Risks Related to Our International Operations — Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

Operating Expenses

We classify our operating expenses as research and development and sales, general and administrative expenses.

•Research and development expenses consist primarily of salary and benefit expenses, including share-based compensation, for employees and costs for contractors engaged in research, design and development activities, as well as costs for prototypes, licensed or purchased intellectual property and facilities. Over time, we expect our research and development costs to increase as we continue making significant investments in developing new products in addition to new versions of our existing products.

•Sales, general and administrative expenses include salary and benefit expenses, including share-based compensation, for employees and costs for contractors engaged in sales, marketing and general and administrative activities, credit card processing fees, legal expenses, trade shows, marketing programs, promotional materials, bad debt expense, professional services, facilities, general liability insurance and travel. As our product portfolio and targeted markets expand, we may need to employ different sales models, such as building a traditional direct sales force. These sales models would likely increase our costs. Over time, we expect our sales, general and administrative expenses to increase in absolute dollars due to continued growth in headcount, expansion of our efforts to register and defend trademarks and patents and to support our business and operations.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. In other cases, management’s judgment is required in selecting among available alternative accounting standards that provide for different accounting treatment for similar transactions. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenues, costs and expenses and affect the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, our actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. As events continue to evolve our estimates may change materially in future periods. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Recognition of Revenues

Revenue consists of revenue from sales of hardware and the related essential software (“products”) as well as related implied PCS. We recognize revenue when obligations under the terms of a contract with our customers are satisfied, generally, upon transfer of control of promised goods or services to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. We apply the following five-step revenue recognition model:

•Identification of the contract, or contracts with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy the performance obligation

Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered.

PCS is the right to receive, on a when-and-if available basis, future unspecified software upgrades and features relating to the product’s essential software as well as technical support and bug fixes.

We account for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Our distinct performance obligations consist mainly of transferring control of our products identified in the contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. We record a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

We record amounts billed for shipping and handling costs as revenues. We act as principal as we are responsible for providing shipping services in exchange for a fee charged to the buyer and hence recognize revenue in the gross amount of consideration received from the customer. We classify shipping and handling costs incurred by us as cost of revenue. Deposits payments received from distributors in advance of recognition of revenues are included in current liabilities of our balance sheet and are recognized as revenues when all the criteria for recognition of revenues are met.

Transaction price and allocation to performance obligations

Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. We are directly responsible for fulfilling the performance obligations in contracts with customers and do not rely on another party to fulfill our promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied

PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling prices of the promised products or services underlying each performance obligation.

The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and is not considered a separate performance obligation.

Costs for research and development and sales and marketing are expensed as incurred. If the estimated life of the hardware product should change, the future rate of amortization of the revenues allocated to PCS could also change.

Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS include reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs.

Inventory and Inventory Valuation

Our inventories are comprised of finished goods and raw materials. Inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (NRV). NRV is based upon an estimated average selling price reduced by the estimated costs of disposal. The determination of NRV involves certain judgments including estimating average selling prices based on recent sales. Should actual market conditions differ from our estimates, future results of operations could be materially affected. We reduce the value of our inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV. Write-downs are not reversed until the related inventory has been subsequently sold or scrapped.

The valuation of inventory also requires us to estimate excess and obsolete inventory. The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to our forecast of customer demand which is dependent on various factors and requires us to use judgment in forecasting future demand for its products. We also consider the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products. If actual market conditions are less favorable than those projected by us, additional inventory write-downs may be required, which would have a negative impact on our gross margin. If we ultimately sell inventory that has been previously written down, our gross margins in future periods would be positively impacted.

We capitalize manufacturing overhead expenditures as part of inventory costs. Capitalized costs primarily include management’s best estimate of the indirect labor, tariffs, shipping and logistics costs incurred related to inventory acquired or produced but not sold during the respective period. Manufacturing overhead costs are capitalized to inventory and are recognized as cost of revenues in future periods based on when the inventory is sold or written-down.

Income Taxes

We account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We establish valuation allowances when necessary to reduce deferred tax assets to the amount we expect to realize. The assessment of whether or not a valuation allowance is required often requires significant judgment including current operating results, the forecast of future taxable income and ongoing prudent and feasible tax planning initiatives.

In addition, our calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws. We may be subject to income tax audits in each of the jurisdictions in which we operate and, as a result, must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. Accordingly, we must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our financial condition and operating results. We reflect changes in recognition or measurement in the period in which our change in judgment occurs.

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statement of operations and comprehensive income. Accrued interest and penalties are included on the related tax liability line in the Consolidated Balance Sheets.

Results of Operations

Comparison of Years Ended June 30, 2026 and 2025

	Year ended June 30,
	2026				2025
	(In thousands, except percentages)
Revenues	$	3,274,162	100	%	$	2,573,545	100	%
Cost of revenues (1)	1,762,788		54	%	1,456,094		57	%
Gross profit	1,511,374		46	%	1,117,451		43	%
Operating expenses:
Research and development (1)	204,166		6	%	169,672		7	%
Sales, general and administrative (1)	121,766		4	%	111,499		4	%
Total operating expenses	325,932		10	%	281,171		11	%
Income from operations	1,185,442		36	%	836,280		32	%
Interest expense and other, net	2,367		—	%	30,628		1	%
Income before income taxes	1,183,075		36	%	805,652		31	%
Provision for income taxes	222,772		7	%	93,730		4	%
Net income	$	960,303	29	%	$	711,922	27	%
(1) Includes share-based compensation as follows:
Cost of revenues	$	277			$	238
Research and development	5,078				5,238
Sales, general and administrative	2,089				1,732
Total share-based compensation	$	7,444			$	7,208

Revenues

Total revenues increased $700.6 million, or 27%, from $2,573.5 million in fiscal 2025 to $3,274.2 million in fiscal 2026. The increase in revenue was driven by an increase in revenue from our Enterprise Technology platform offset in part by a decrease in revenue from our Service Provider Technology platform. We experienced an increase in both direct sales through our webstores as well as sales through distributors during fiscal year ended June 30, 2026 as compared to fiscal 2025.

Revenues by Product Type

	Year ended June 30,
	2026				2025
	(in thousands, except percentages)
Enterprise Technology	$	2,972,302	91	%	$	2,254,254	88	%
Service Provider Technology	301,860		9	%	319,291		12	%
Total revenues	$	3,274,162	100	%	$	2,573,545	100	%

Enterprise Technology revenues increased $718.0 million, or 32%, from $2,254.3 million in fiscal 2025 to $2,972.3 million in fiscal 2026, primarily due to increase in revenue from our Enterprise Technology platform in all regions.

Service Provider Technology revenues decreased $17.4 million, or 5%, from $319.3 million in fiscal 2025 to $301.9 million in fiscal 2026, primarily due to decrease in revenue in our Service Provider Technology platform across all regions except North America and Asia Pacific.

Revenues by Geography

We have determined the geographical distribution of our product revenues based on our customers’ ship-to destinations. A majority of our sales are to distributors who either sell to resellers or directly to end customers, who may be located in different countries

than the initial ship-to destination. The following are our revenues by geography for fiscal 2026 and fiscal 2025:

	Year ended June 30,
	2026			2025
	(in thousands, except percentages)
North America (1)	$	1,743,978	53%	$	1,295,515	50%
Europe, the Middle East and Africa	1,179,174		36%	999,384		39%
Asia Pacific	220,205		7%	168,843		7%
South America	130,805		4%	109,803		4%
Total revenues	$	3,274,162	100%	$	2,573,545	100%

(1) Revenue for the United States was $1,569.0 and $1,193.3 in fiscal 2026 and fiscal 2025, respectively.

North America

Revenues in North America increased $448.5 million, or 35%, from $1,295.5 million in fiscal 2025 to $1,744.0 million in fiscal 2026. The year-over-year increase was due to increased revenue from both our Enterprise Technology products and our Service Provider Technology products.

Europe, the Middle East, and Africa (“EMEA”)

Revenues in EMEA increased $179.8 million, or 18%, from $999.4 million in fiscal 2025 to $1179.2 million in fiscal 2026. The year-over-year increase was due to increased revenue from our Enterprise Technology products, offset in part by a decline in revenues from our Service Provider Technology products.

Asia Pacific

Revenues in the Asia Pacific region increased $51.4 million, or 30%, from $168.8 million in fiscal 2025 to $220.2 million in fiscal 2026. The year-over-year increase was due to increased revenue from both our Enterprise Technology products and our Service Provider Technology products.

South America

Revenues in South America increased $21.0 million, or 19%, from $109.8 million in fiscal 2025 to $130.8 million in fiscal 2026. The year-over-year increase was due to increased revenue from our Enterprise Technology products, offset in part by a decline in revenues from our Service Provider Technology products.

Gross Profit Margin - Gross Profit as a percentage of Revenue

Gross profit margin increased to 46% in fiscal 2026 from 43% in fiscal 2025. The increase in gross profit margin for fiscal 2026 as compared to fiscal 2025 was primarily driven by favorable product mix, and lower other indirect costs, offset in part by higher tariff costs.

Operating Expenses

Research and Development

R&D expenses increased $34.5 million, or 20%, from $169.7 million in fiscal 2025 to $204.2 million in fiscal 2026. As a percentage of revenues, R&D expenses decreased from 7% in fiscal 2025 to 6% in fiscal 2026. The increase in R&D expenses for fiscal 2026 compared to fiscal 2025 was primarily driven by higher employee-related expenses, prototype-related expenses, facility costs and software expenses, offset in part by lower depreciation.

Sales, General and Administrative

Sales, general and administrative (“SG&A”) expenses increased $10.3 million, or 9%, from $111.5 million in fiscal 2025 to $121.8 million in fiscal 2026. As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 2025 and 2026. The increase in SG&A costs for fiscal 2026 compared to fiscal 2025 was primarily attributable to higher credit card processing fees associated with incremental webstore sales, higher professional fees, marketing expenses, employee-related expenses and software expenses, offset by lower reserves taken against accounts receivables.

Interest Expense and Other, net

Interest expense and other, net ("I&O") expenses decreased $28.3 million, or 92%, from $30.6 million in fiscal 2025 to $2.4 million in fiscal 2026. The decline in I&O expense for fiscal 2026 compared to fiscal 2025 was primarily driven by lower interest expense driven by a decrease in outstanding debt, lower interest rates and higher interest income on invested cash, offset in part by higher foreign exchange losses.

Provision for Income Taxes

Our provision for income taxes increased by 138% from $93.7 million for fiscal 2025 to $222.8 million for fiscal 2026. Our effective tax rate increased to 18.8% in fiscal 2026 as compared to 11.6% for fiscal 2025. During the fourth quarter of fiscal 2025, the Company transferred certain intangible properties held by our foreign subsidiaries to the U.S. A corresponding amount of $53.7 million of R&D expenditures was recognized as a U.S. deferred tax asset and, pursuant to GAAP, immediately recognized in the fourth quarter of fiscal 2025. The change in effective tax rates for fiscal 2026 as compared to fiscal 2025 was primarily driven by a one-time deferred tax benefit of $53.7 million arising from this transaction and changes in the mix of the income earned in various tax jurisdictions.

Comparison of Year Ended June 30, 2025 and 2024

Pursuant to Regulation S-K Item 303, a detailed review of our fiscal 2025 performance compared to our fiscal 2024 performance is incorporated by reference from Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” filed with the SEC on August 22, 2025.

Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity are cash and cash equivalents, short term investments, cash generated by operations and the availability of additional funds under the 2026 Revolving Facility (as defined below). The following summarizes our cash and cash equivalents and investments (in thousands):

	Year ended June 30,
	2026		2025
Cash and cash equivalents	$	522,579	$	149,727
Investments — short-term	88,620		—
Total	$	611,199	$	149,727

Consolidated Cash Flow Data

The following table sets forth the major components of our consolidated statements of cash flows data for the periods presented (in thousands):

	Year ended June 30,
	2026		2025
Net cash provided by operating activities	$	928,682	$	640,027
Net cash used in investing activities	(109,072)		(12,586)
Net cash used in financing activities	(446,758)		(604,056)
Net increase in cash and cash equivalents	$	372,852	$	23,385

Cash Flows from Operating Activities

For fiscal 2026, the net cash provided by operating activities was $928.7 million, primarily due to net income of $960.3 million, and the benefit of an increase in accounts payable and accrued liabilities of $172.1 million and non-cash adjustments of $1.9 million. These cash inflows were partially offset by net cash outflows arising from other changes in operating assets and liabilities of $205.6 million. This net change in operating assets and liabilities consisted primarily of a $109.5 million increase in inventories, a $57.2

million increase in accounts receivable, a $29.5 million increase in vendor deposits, a $13.0 million increase in prepaid expenses and other assets, and a $30.7 million decrease in income taxes payable, partially offset by a $34.2 million increase in deferred revenues.

For fiscal 2025 the net cash provided by operating activities was $640.0 million, primarily due to net income of $711.9 million, and the benefit of decreasing vendor deposits of $64.2 million. These cash inflows were partially offset by net cash outflows arising from other changes in operating assets and liabilities of $123.5 million and non-cash adjustments of $12.5 million. This net change in operating assets and liabilities consisted primarily of a $219.9 million increase in inventories, an $86.9 million increase in accounts receivable, a $16.3 million increase in prepaid expenses and other assets, a $10.8 million decrease in income taxes payable, partially offset by a $180.3 million increase in accounts payable and accrued liabilities and $30.1 million increase in deferred revenues.

Cash Flows from Investing Activities

We used $109.1 million of cash in investing activities during fiscal 2026. Our investing activities consisted primarily of $89.4 million of net purchase of available for sale securities and $19.7 million of capital expenditures.

We used $12.6 million of cash in investing activities during fiscal 2025. Our investing activities consisted primarily of $12.6 million of capital expenditures.

Cash Flows from Financing Activities

We used $446.8 million of cash in financing activities during fiscal 2026, which primarily consisted of repayments of debt and payment of common stock dividends. During fiscal 2026, we repaid $250.0 million on our Term Loan Facility (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements), and paid $193.6 million for dividends on our common stock. See Note 8 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements).

We used $604.1 million of cash in financing activities during fiscal 2025, which primarily consisted of repayments of debt and payment of common stock dividends. During fiscal 2025, we repaid $175.0 million on our Revolving Facility (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements), net of borrowings, $283.1 million on our Term Loan Facility, and paid $145.2 million for dividends on our common stock. See Note 8 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities.

Liquidity

We believe our existing cash and cash equivalents, short term investments in addition to the ability to draw cash under the 2026 Revolving Facility, if needed, will be sufficient to meet our near-term working capital requirements, pay quarterly dividends, make repurchases of our common stock and meet capital expenditure needs for the next twelve months. However, this estimate is based on a number of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated or need to rely more heavily on the 2026 Revolving Facility or other sources of liquidity to continue to meet our needs. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products, management of inventory and vendor deposits and overall economic conditions. Inflation and the current geopolitical environment have caused and may continue to cause significant volatility in financial markets and the domestic and global economy. This volatility may contribute to potential payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the availability of financing credit as well as other segments of the credit markets. For a further discussion of the uncertainties and business risks, refer to “Part I - Item 1A. Risk Factors – Risks Related to Our Business and Industry – Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as our customers and suppliers, are located in areas likely to be subject to natural disasters, public health problems, military conflicts and geopolitical tensions, which could adversely affect our business, results of operations and financial condition” and “Part I - Item 1A. Risk Factors – Risks Related to Our Business and Industry – General global economic downturns and macroeconomic trends, including inflation or slowed economic growth, may negatively affect our customers and their ability to purchase our products. A downturn or such other trends may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our ability to collect accounts receivable and recognize revenue,” for additional information. We expect to continue to maintain financing flexibility in the current market conditions. However, due to the rapidly evolving global economic and geopolitical situation, it is not possible to predict whether unanticipated consequences of global economic downturns and macroeconomic trends are reasonably likely to materially affect our liquidity and capital resources in the future.

Warranties and Indemnifications

We offer warranties on certain products generally for a period of one to two years, from date of purchase, which covers both parts and labor. Generally, the distributor is responsible for the freight costs associated with warranty returns, and we absorb the freight costs of replacing items under warranty. In accordance with the Financial Accounting Standards Board’s ("FASB's"), Accounting Standards Codification ("ASC"), 450-20, Loss Contingencies, we record an accrual when we believe it is reasonably estimable and probable based upon historical experience. We record a provision for estimated future warranty work in cost of goods sold upon recognition of revenues, and we review the resulting accrual regularly and periodically adjust it to reflect changes in warranty estimates.

We have entered and may in the future enter into standard indemnification agreements with certain distributors as well as other business partners in the ordinary course of business. These agreements may include provisions for indemnifying the distributor, original equipment manufacturer or other business partner against any claim brought by a third-party to the extent any such claim alleges that a Ubiquiti product infringes a patent, copyright or trademark or violates any other proprietary rights of that third-party. The maximum amount of potential future indemnification is unlimited. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a Directors and Officers insurance policy that limits our potential exposure for our indemnification obligations to our directors, officers and certain other employees. We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of June 30, 2026 or 2025.

Based upon our historical experience and information known as of the date of this Annual Report on Form 10-K, we do not believe it is likely that we will have material liability for the above indemnities as of June 30, 2026.

Contractual Obligations and Off-Balance Sheet Arrangements

Our contractual obligations represent material expected or contractually committed future payment obligations. We believe that we will be able to fund these obligations through our existing cash and cash equivalents, cash generated from operations and the availability of additional funds under credit facilities.

Repayment of Credit Facilities and Entry into 2026 Credit Agreement

On February 27, 2026, we fully repaid all amounts outstanding under the Term Loan Facility. The Facilities were scheduled to mature on March 30, 2026. There were no amounts outstanding under the Revolving Facility at maturity. On May 7, 2026, the Company, as borrower and certain domestic subsidiaries, as guarantors, entered into the 2026 Credit Agreement with PNC, the other Lenders named therein, and PNC, as administrative agent for the Lenders, pursuant to which PNC provided the Company with the 2026 Revolving Facility (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements). In addition, the 2026 Revolving Facility includes an option to request increases in the amounts of such credit facility by up to an additional $500 million in the aggregate. See Note 8, “Debt” to the Consolidated Financial Statements.

Purchase Obligations

We subcontract with third parties to manufacture our products and supply key components. As of June 30, 2026 we had $1,532.6 million of purchase commitments with these third parties. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2026. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties. In addition, we may be subject to additional purchase obligations to our contract manufacturers for supply agreements and components ordered by them based on manufacturing forecasts we provide them each month. See Note 10 – Commitments and Contingencies of the Notes to our Consolidated Financial Statements, included in Part IV, Item 15, of this Annual Report on Form 10-K for future payment commitments under purchase commitments as of June 30, 2026.

Other Obligations

As of June 30, 2026, we have other obligations of $6.2 million which primarily consist of commitments related to research and

development projects.

Unrecognized Tax Benefits

As of June 30, 2026, we had $31.5 million of unrecognized tax benefits and an additional $6.7 million of accrued interest classified as non-current liabilities. At this time, we are unable to make a reasonably reliable estimate of timing of payments in individual years in connection with these tax liabilities.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2 to the Consolidated Financial Statements.

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Next expected filings

~2026-11-06 10-Q expected by 2026-11-08 (in 75 days)
~2027-02-05 10-Q expected by 2027-02-07 (in 166 days)
~2027-05-07 10-Q expected by 2027-05-09 (in 257 days)
~2027-08-20 10-K expected by 2027-08-27 (in 362 days)

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Recent SEC filings

2026-08-21 10-K Annual Report
2026-08-21 8-K Earnings Release; Other Events; Financial Statements and Exhibits
2026-05-08 10-Q Quarterly Report
2026-05-08 8-K Earnings Release; Financial Statements and Exhibits
2026-02-06 10-Q Quarterly Report
2026-02-06 8-K Earnings Release; Financial Statements and Exhibits
2025-12-05 8-K Delisting Notice; Shareholder Vote Results
2025-11-07 10-Q Quarterly Report
2025-11-07 8-K Earnings Release; Financial Statements and Exhibits
2025-08-22 10-K Annual Report
2025-08-22 8-K Earnings Release; Other Events; Financial Statements and Exhibits
2025-05-09 10-Q Quarterly Report
2025-05-09 8-K Earnings Release; Financial Statements and Exhibits
2025-02-07 10-Q Quarterly Report
2025-02-07 8-K Earnings Release; Financial Statements and Exhibits

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