What changed in this filing

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Item 1. Business

2026-08-21 compared with 2025-08-22 · 41 added, 29 removed, 154 unchanged (31% of the section changed)

5 unchanged sentences

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 technology, and consumer electronics for professional, home and personal use.

We categorize our solutions into three main categories:

high performance networking technology for enterprises, service providers and consumers.

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.

We target consumers through digital marketing, including through our webstores, retail chains and, to a lesser extent, 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 majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel.

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 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 (“WISP’s”), 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 WISP’s 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 complimentary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface.

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.

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Industry Overview

Internet traffic worldwide has grown rapidly in recent years, driven by an increase in the number of users, increasing mobility of those users and high bandwidth applications, such as video, audio, cloud-based applications, online gaming and social networking.

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 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.

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

9 unchanged sentences

• 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 and carrier solutions include:

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.

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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 rely on our contract manufacturers to obtain the components, subassemblies and products necessary for the manufacture of our products.

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.

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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 nonrenewal with advance notice prior to the end of their then-current term.

These agreements generally automatically renew for successive one-year periods unless the agreements are terminated by written notice of

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.

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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 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.

We have experienced in the past, and are currently experiencing 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.

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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.”

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.

Tariffs and Trade Tensions

government issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other countries, including Vietnam.

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 may in the future propose and implement additional changes to international trade agreements and tariffs.

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 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.

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.

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Sales and Distribution

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors, and, to a lesser extent, direct customers.

We sell our products and solutions globally to enterprises and service providers primarily through our network of distributors, on-line retailers and through direct sales through our webstores.

During fiscal 2026, we sold our products to over 100 distributors and direct to customers through our webstores (collectively, “customers”) in over 75 countries.

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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 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 backhaul market, our competitors include Cambium Networks, Ceragon Networks, MikroTîk and Trango.

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

In the enterprise WLAN and switching markets, we primarily compete with Cisco, Fortinet, Hewlett Packard Enterprise (Aruba Networks and Juniper Networks), and Ruckus (Belden).

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

In the Internet Service Providers' market, we compete primarily with Cambium Networks, MikroTîk ,Tarana Wireless and TP-Link Technologies.

We expect increased competition from other established and emerging companies.

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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.

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.

Human Capital Management

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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