What changed in this filing

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Item 1. Business

2025-08-22 compared with 2024-08-23 · 33 added, 42 removed, 150 unchanged (33% of the section changed)

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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 Inc.

is focused on democratizing network technology on a global scale.

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.

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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.

We target consumers through digital marketing, including

through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community.

We target consumers through digital marketing, including through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community.

In addition to Mr.

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Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other complimentary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface.

Our consumer products are targeted to the smart home and highly connected consumers.

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

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Wired networking solutions have traditionally been used to address increasing consumer and enterprise bandwidth needs.

However, the high initial capital requirements and ongoing operating costs and long market lead times associated with building and installing infrastructure for wired networks has severely limited the widespread deployment of these networks in underserved and underpenetrated markets.

However, the high initial capital requirements and ongoing operating costs and long market lead times associated with building and installing infrastructure for wired networks has limited the widespread deployment of these networks in underserved and underpenetrated markets.

Wireless networks have emerged as an attractive alternative for addressing the broadband access needs of underserved and underpenetrated markets in both emerging and developed countries.

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Key Technology Platforms

Our current Enterprise Provider solutions include:

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

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.

• UniFi Protect - our UniFi Protect platform is a video surveillance platform with private local storage, secure remote access and cameras designed for every deployment.

• 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 state-of-the art door access solution that is easily expandable with touchscreen readers, live video, and mobile application credential support.

• 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 and carrier solutions include:

Our current Service Provider technology and carrier 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 customer premise equipment (“CPE”), base station, and backhaul, 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.

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.

Our airFiber product uses an integrated split antenna and a global positioning system to simultaneously send data packets from each side of the link.

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 providers (“ISPs”) to quickly build high speed fiber internet networks for many users and over long distance.

• Wave - Products built on the proprietary Wave Technology platform are engineered to maximize speed/performance across long distances using the worldwide, unlicensed 60GHz band.

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

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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 have experienced in the past, particularly from 2020 to 2023, and may experience in the future, periodic volatility in the supply of components used to manufacture our products.

This 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.

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).

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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.”

We have experienced significant supply constraints caused, in part, by the COVID-19 pandemic.

We have experienced in the past, particularly from 2020 to 2023, and may experience in the future, periodic volatility in the supply of components used to manufacture our products.

This 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.

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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.”

In June 2018, the Office of the United States Trade Representative announced new proposed tariffs for certain products imported into the U.S.

The vast majority of our products that are imported into the U.S.

from China are currently subject to tariffs that range between 7.5% and 25%.

On January 22, 2020, the United States of Trade Representative announced it will reduce Section 301 List 4A additional tariffs from 15% to 7.5% and the List 4B tariffs would not go into effect.

These tariffs have affected our operating results and margins.

For so long as such tariffs are in effect, we expect it will continue to affect our operating results and margins.

Recently, the U.S.

government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, 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 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 magnitude and scope of the recent changes have increased and will significantly increase our product costs.

For so long as such tariffs are in effect, we expect they 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 political events and foreign policy responses” for additional information.

Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

Sales and Distribution

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Risk Factors-Risks Related to Our International Operations”.

Our sales are primarily made through standard sale orders for delivery of products.

Our inability to procure sufficient product due to COVID-19 and the worldwide chip shortage had led to a significant increase in our backlog of unfulfilled orders in fiscal 2022.

However, with the abatement of supply constraints, we were able to reduce our backlog of unfulfilled orders in 2023 and 2024.

However, we do not believe our backlog information is a reliable indicator of our ability to achieve any particular level of revenue or financial performance.

The markets for networking solutions for service providers, enterprise WLAN, video surveillance, microwave backhaul and machine-to-machine communications technology are highly competitive and are influenced by the following competitive factors, among others:

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We believe we compete favorably with respect to these factors.

We have been successful in rapidly developing high performance integrated solutions because we use individual contributors and small, experienced development teams that focus on the key needs of the markets.

We have been successful in rapidly developing high performance integrated solutions because we use individual contributors and small, experienced development teams that focus on the key needs

of the markets.

Our products and solutions are designed to meet the price- performance characteristics demanded by our customers to achieve a strong overall return on their investment.

Our products are designed to operate in growing networks without degradation in performance or operational complexity.

In the backhaul market, our competitors include Cambium Networks, Ceragon Networks, MikroTîkls, Airspan and Trango.

In the CPE market, our competitors include Cambium Networks, MikroTîkls, Ruckus Wireless (CommScope), TP-Link Technologies and Tarana Wireless.

In the antenna market, we primarily compete with PCTEL, ARC, ITELITE and Radio Waves.

In the enterprise WLAN market, we primarily compete with Aerohive Networks, Aruba Networks (HPE), Cisco Meraki and Cisco and Ruckus Wireless (CommScope).

In the video surveillance market, we primarily compete with Axis Communications, HIKVISION, Hanwha Vision and Vivotek.

We expect increased competition from other established and emerging companies if our market continues to develop and expand.

As we enter new markets, we expect to face competition from incumbent and new market participants.

In the backhaul market, our competitors include Cambium Networks, Ceragon Networks, MikroTîkls and Trango.

In the CPE market, our competitors include Cambium Networks, MikroTîkls, Tarana Wireless and TP-Link Technologies.

In the enterprise WLAN and switching markets, we primarily compete with Cisco, Fortinet, HPE Aruba Networks, Juniper Networks and Ruckus (CommScope).

In the video surveillance market, we primarily compete with Axis Communications, HIKVISION, Hanwha Vision and Verkada.

We expect increased competition from other established and emerging companies.

Additionally, as we enter new markets, we expect to face competition from incumbent and new market participants.

Intellectual Property

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We are subject to various environmental regulations governing materials usage, packaging and other environmental impacts in the United States and in various countries where our products are manufactured and sold.

We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the

components and materials used in our products.

We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the components and materials used in our products.

To date, compliance with federal, state, local, and foreign laws enacted for the protection of the environment has had no material effect on our capital expenditures, earnings, or competitive position.

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It is our policy to make employment decisions and opportunities based on merit, qualifications, potential and competency.

As of June 30, 2024, we employed and or contracted with 1,515 full time equivalent employees, of which 1,134 were in research and development, 264 in operations, and 117 in sales, general and administrative.

As of June 30, 2025, we employed and/or contracted with 1,667 full time equivalent employees, of which 1,187 were in research and development, 357 were in operations, and 123 were in sales, general and administrative.

Our workforce is diversified across multiple locations with 65%, 24% and 11% located in (i) Asia Pacific, (ii) Europe, the Middle East, and Africa (“EMEA”) and (iii) the Americas, respectively.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business