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Item 7. Management’s Discussion and Analysis

2026-08-21 compared with 2025-08-22 · 81 added, 79 removed, 253 unchanged (39% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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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 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.

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

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 – 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.

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.

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 it 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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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, 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.

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.

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however, we recognize the associated risks.

Russia-Ukraine Military Conflict - We are monitoring the military conflict between Russia and Ukraine, escalating tensions in surrounding countries, and associated economic sanctions.

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.

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We operate our business as one reportable and operating segment.

Further information regarding Segments can be found in Note 13, "Segment Information, Revenues by Geography and Significant Customers," to our Consolidated Financial Statements.

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.

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Enterprise Technology and Service Provider Technology.

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

• Service Provider Technology includes our airMAX, UISP, EdgeMAX, 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 CPE.

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

• 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.

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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 and to a lesser extent in other countries.

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.

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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.

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.

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

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 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 it will continue to affect 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.

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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, facilities and travel.

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.

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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.

PCS obligation.

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

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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.

Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

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

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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 both our Enterprise Technology platform and, to a lesser extent, our Service Provider Technology platform.

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.

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Total revenues $ 3,274,162 100 % $ 2,573,545 100 %

Enterprise Technology revenues increased $636.6 million, or 39.4%, from $1,617.7 million in fiscal 2024 to $2,254.3 million in fiscal 2025, primarily due to increase in revenue from our Enterprise Technology platform in all regions except South America.

Service Provider Technology revenues increased $8.5 million, or 2.7%, from $310.8 million in fiscal 2024 to $319.3 million in fiscal 2025, primarily due to increase in revenue in our Service Provider Technology platform in the Europe, the Middle East and Africa region, partially offset by declines in all other regions.

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.

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:

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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 our Enterprise Technology products, offset in part by decreased revenue from our Service Provider Technology products.

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 both our Enterprise Technology products and our Service Provider Technology products.

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.

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 our Enterprise Technology products, offset in part by decreased revenue from our Service Provider Technology products.

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 decreased $4.2 million, or 3.7%, from $114.0 million in fiscal 2024 to $109.8 million in fiscal 2025.

The year-over-year decrease was due to decreased revenue from both our Enterprise Technology products and Service Provider Technology products.

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 2025 as compared to fiscal 2024 was primarily driven by favorable product mix, and as a percentage of revenue, lower excess and obsolete inventory charges and lower indirect operating expenses, partially offset by higher tariffs.

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

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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 2025 compared to fiscal 2024 was primarily driven by higher employee-related expenses and higher depreciation and software expenses, partially offset by lower prototype-related expenses

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

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As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 2025 and 2026.

The increase in SG&A expenses for fiscal 2025 compared to fiscal 2024 was primarily driven by credit card processing fees arising from incremental webstore sales, reserves taken against accounts receivable and higher employee-related expenses, marketing expenses and professional fees.

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.

As a percentage of Revenue, I&O expense decreased from 4% in fiscal 2024 to 1% in fiscal 2025.

The decrease in I&O expense for fiscal 2025 as compared to fiscal 2024 was primarily driven by lower interest expense driven by a decrease in borrowings and lower interest rates.

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 decreased to 11.6% in fiscal 2025 as compared to 17.4% for fiscal 2024.

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 is now recognized as a U.S deferred tax asset and, pursuant to GAAP, immediately recognized in the fourth quarter of fiscal 2025.

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.

During 2021, the Organization for Economic Co-operation and Development (OECD) announced an agreed-upon framework for its members to implement a global minimum corporate tax of 15% for multinational enterprises, commonly referred to as Pillar Two.

Many countries have already proposed or enacted legislation to implement elements of the framework which apply to Ubiquiti beginning in fiscal year 2025.

While we are monitoring developments and evaluating the potential impact on future periods, Pillar Two did not have a significant impact on our fiscal year 2025 financial results.

As additional jurisdictions enact Pillar Two legislation, transactional rules lapse, and other provisions of the minimum tax legislation become effective in our fiscal year 2026, we anticipate that our effective tax rate and cash tax payments may increase in future years.

Comparison of Year Ended June 30, 2025 and 2024

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Sources and Uses of Cash

Our principal sources of liquidity are cash and cash equivalents, cash generated by operations and the availability of additional funds under the Facilities (as defined herein).

We had cash and cash equivalents of $149.7 million and $126.3 million at June 30, 2025 and 2024, respectively.

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,

Cash and cash equivalents $ 522,579 $ 149,727

Investments — short-term 88,620 —

Total $ 611,199 $ 149,727

Consolidated Cash Flow Data

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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, a $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.

For fiscal 2024 the net cash provided by operating activities was $541.5 million, primarily due to net income of $350.0 million, and the benefit of decreasing inventories by $250.7 million and non-cash adjustments of $59.5 million.

These cash inflows were partially offset by other changes in operating assets and liabilities that resulted in net cash outflows of $118.6 million.

This net change in

operating assets and liabilities consisted primarily of a $70.5 million decrease in accounts payable and accrued liabilities, a $17.1 million decrease in income taxes payable, a $18.3 million increase in vendor deposits and a $17.6 million increase in prepaid expenses and other assets, partially offset by a $6.6 million increase in deferred revenues.

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 $12.6 million of capital expenditures.

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.

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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 2025, we repaid $175.0 million on our Revolving Facility, net of borrowings, $283.1 million on our Term Loan Facilities, and paid $145.2 million for dividends on our common stock.

See Note 7 – 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.

We had cash outflows of $518.0 million from financing activities during fiscal 2024 which primarily consisted of repayments of debt and payment of common stock dividends.

During fiscal 2024, we repaid $215.0 million on our Revolving Facility, $157.5 million on our Term Loan Facilities, and paid $145.1 million for dividends on our common stock.

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.

We believe our existing cash and cash equivalents, in addition to the ability to draw cash under the existing Revolving Facility and our intention to have a new facility before the existing one matures in March 2026, if needed, will be sufficient to meet our near-term working capital requirements, dividends, repurchases of our common stock and capital expenditure needs for the next twelve months.

We believe that we have sufficient track record of managing working capital that we will be able to establish a new credit facility prior to the maturity of our existing credit facility, satisfying our long-term liquidity requirements in the event that the cash from operations is not adequate to meet our cash needs.

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 credit facilities 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, the availability of additional funds under credit facilities and overall economic conditions.

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.

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 can 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.

See “Part I-Item 1A.

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 account receivable and recognize revenue," for additional information.

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 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.

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

Our products are generally accompanied by a twelve to twenty-four month warranty from date of purchase, which covers both parts and labor.

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.

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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, OEM 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.

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.

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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

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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.

Transition Tax

We have obligations of $28.1 million as of June 30, 2025, related to the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act.

We expect to make a payment to fully settle this obligation in the first quarter of fiscal 2026.

This obligation is included within income tax payable on our consolidated balance sheets.

Other Obligations

As of June 30, 2025, we have other obligations of $4.4 million which primarily consist of commitments related to research and development projects.

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

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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 7. Management’s Discussion and Analysis