What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-08-21 compared with 2025-08-22 · 250 added, 155 removed, 792 unchanged (34% of the section changed)

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Management, with the participation of the Company’s Chief Executive Officer and Chief Accounting and Finance Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Accounting and Finance Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Accounting and Finance Officer

concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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Directors and Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2025 fiscal year end) under the headings "Executive Officers," "Proposal One Election of Directors – Information Regarding Nominees,” "Proposal One

Election of Directors - Information Regarding Continuing Directors," and “Corporate Governance.”

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2026 fiscal year end).

Executive Compensation

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2025 fiscal year end) under the headings “Executive Compensation”, “Proposal One Election of Directors – Directors’ Compensation” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation.”

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2026 fiscal year end).

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 with respect to security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2025 fiscal year end) under the headings “Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters,” and "Equity Compensation Plan Information."

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2025 fiscal year end) under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance—Committees of the Board of Directors.”

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2026 fiscal year end).

Principal Accounting Fees and Services

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2025 fiscal year end) under the headings “Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees” and “Audit Committee Pre-Approval Policies.”

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2026 fiscal year end).

Exhibits and Financial Statement Schedules

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10-K 10.6 August 22, 2016

First Amendment to Offer Letter Agreement - Kevin Radigan

10-Q 10.1 November 7, 2025

Jinyong Ji Investment Taiwan Lease, dated as of March 16, 2010, between Ubiquiti Networks, Inc.

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10-Q 10.15 November 14, 2011

Third Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among Ubiquiti Inc.

as borrower, certain domestic subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as administrative agent.

10.1 April 5, 2021

First Amendment to Third Amended and Restated Credit Agreement, dated as of April 3, 2023, by and among Ubiquiti Inc., as borrower, certain domestic subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as administrative and collateral agent.

10.1 April 7, 2023

Credit Agreement, dated as of May 7, 2026, by and among Ubiquiti Inc., as borrower, and certain domestic subsidiaries, as guarantors, PNC Bank, National Association, the other financial institutions named as lenders therein and PNC Bank, National Association, as administrative agent.

10-Q 10.1 May, 8, 2026

Insider Trading Policy

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Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer) August 21, 2026

/s/ Ronald A.

Director August 22, 2025

/s/ Rafael Torres

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Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Stockholders’ Equity (Deficit)

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We have audited the accompanying consolidated balance sheets of Ubiquiti Inc.

and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of June 30, 2026 and June 30, 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

Investments — short-term 88,620 —

Accounts receivable, net of allowance for doubtful accounts of $ 12,125 and $ 11,956 at June 30, 2026 and 2025 respectively

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Operating lease liabilities — long-term 65,268 35,458

Debt — long-term — 669,878

Deferred tax liability 349 334

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Additional paid–in capital 22,396 17,075

Accumulated other comprehensive (loss) ( 4 ) —

Retained earnings 1,417,793 651,124

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UBIQUITI INC.

Consolidated Statements of Operations

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

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Diluted 60,570 60,534 60,458

Other comprehensive income:

Unrealized (losses) gains on available-for-sale investments $ ( 4 ) $ — $ —

Other comprehensive (loss) income ( 4 ) — —

Comprehensive income $ 960,299 $ 711,922 $ 349,960

See accompanying notes to consolidated financial statements.

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Net Income — — — 349,960 — 349,960

Reclassification adjustment for loss on investments included in net income — — — — 474 474

Stock options exercised 2,112 — 23 — — 23

Restricted stock units issued, net of tax withholdings 20,643 — ( 434 ) — — ( 434 )

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Net Income — — — 960,303 — 960,303

Other comprehensive income (loss) — — — — ( 4 ) ( 4 )

Restricted stock units issued, net of tax withholdings 29,986 — ( 2,123 ) — — ( 2,123 )

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Purchase of property and equipment and other long-term assets ( 19,738 ) ( 12,586 ) ( 11,975 )

Purchase of investments ( 89,387 ) — —

Proceeds from maturities of investments 53 — —

Net cash used in investing activities ( 109,072 ) ( 12,586 ) ( 11,975 )

Cash Flows from Financing Activities:

Proceeds from borrowing under the credit facility - Term — — 250,000

Proceeds from borrowing under the credit facility- Revolver — 30,000 —

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Payment of common stock cash dividends ( 193,634 ) ( 145,153 ) ( 145,091 )

Proceeds from exercise of stock options — — 23

Tax withholdings related to net share settlements of restricted stock units ( 2,123 ) ( 778 ) ( 434 )

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Business — Ubiquiti Inc.

and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for service providers, enterprises and consumers globally.

and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) 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.

The Company operates on a fiscal year ending June 30.

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Internet or web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days.

The Company records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

The Company records 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.

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An immaterial portion of our cash balances are covered by FDIC insurance.

Available-for-Sale Investments

The Company classifies investments in fixed income marketable securities as available-for-sale investments.

The available-for-sale investments primarily consist of U.S.

government bonds, high grade corporate bonds, and asset backed securities, These available-for-sale investments are primarily held in the custody of a major financial institution.

The Specific Identification method is used to determine the cost basis of available-for-sale investments sold.

These investments are recorded in the Consolidated Balance Sheets at fair value using quoted prices in active markets for similar securities and unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income (loss) (AOCI), net of tax.

Premiums or discounts from par value are amortized to investment income over the life of the underlying investment.

All of the Company’s available-for-sale securities are available to the Company for use in current operations.

As a result, the Company classified all of its securities as current assets even if the stated maturity of some individual securities may be one year or more beyond the balance sheet date.

Concentration of Risk

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The determination of net realizable value involves certain judgments including estimating average selling prices based on recent sales.

Should actual market conditions differ from the Company’s estimates, future results of

operations could be materially affected.

Should actual market conditions differ from the Company’s estimates, future results of operations could be materially affected.

The Company reduces the value of its inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV.

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The Company offers warranties on certain products, generally for a period of one to two years , and records a liability for the estimated future costs associated with potential warranty claims.

The warranty costs are reflected in the Company’s consolidated statement of operations within cost of revenues.

The warranty costs are reflected in the Company’s consolidated statement of operations and comprehensive income within cost of revenues.

The warranties are typically in effect for 12 to 24 months from the distributor’s and webstore customer's purchase date of the product.

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Ending balance $ 12,125 $ 11,956 $ 498

Fair Value of Financial Instruments

Pursuant to the accounting guidance for fair value measurements and its subsequent updates, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The accounting guidance establishes a three-tier fair value hierarchy that requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

A financial instrument's classification within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

Three levels of inputs may be used to measure fair value are:

Level 1 —Quoted prices in active markets for identical assets or liabilities;

Level 2 —Inputs other than the quoted prices in active markets, that are observable either directly or indirectly;

Level 3 —Unobservable inputs based on the Company's own assumption.

The Company records securities available-for-sale at fair value on a recurring basis.

We classify our investments within Level 1 or 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

Our fixed income available-for-sale investments consist of high quality, investment grade securities from diverse issuers.

The valuation techniques used to measure the fair value of our marketable securities incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data.

Long Lived Assets

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (ASC 360), we assess potential impairments to our long-lived assets, including property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (Accounting Standards Codification (“ASC”) 360), we assess potential impairments to our long-lived assets, including property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.

We recognize an impairment loss when the undiscounted cash flows expected to be generated by an asset or group of assets are less than the asset’s carrying value.

Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and charged to results of operations.

The Company did not recognize any material impairment losses for fiscal years 2025, 2024 and 2023.

The Company did no t recognize any material impairment losses for fiscal years 2026, 2025 and 2024.

Property and Equipment

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Leasehold improvements shorter of lease term or useful life

Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized in the consolidated statement of operations.

Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized in the consolidated statement of operations and comprehensive income.

Expenditures for maintenance and repairs are charged to operations as incurred.

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We reflect changes in recognition or measurement in the period in which our change in judgment occurs.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations.

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

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive income.

Accrued interest and penalties are included on the related tax liability line in the Consolidated Balance Sheets.

Share-based Compensation

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Newly Adopted Accounting Standards

Segment Reporting

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting ( Topic 280 ) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis.

Under this proposal, public entities will be required to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss.

Additionally, current annual disclosures about a reportable segment’s profit or loss and assets will be required on an interim basis.

Entities will also be required to disclose information about the CODM’s title and position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment of segment performance and deciding whether how to allocate resources.

Finally, ASU 2023-07 requires all segment disclosures for public entities, even those with a single reportable segment.

The amendments in ASU 2023-07 are effective for the Company's fiscal year beginning July 1, 2024.

As of July 1, 2024, the Company adopted the new standard, including identifying, evaluating and quantifying the impact on its consolidated financial statements.

The Company concluded that the adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows and related disclosures.

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740) ("ASU 2023-09"), which amends the existing guidance relating to the annual disclosures for accounting for income taxes.

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In addition, ASU 2023-09 requires the disaggregation of federal, state and foreign income taxes paid (net of funds received), with further disaggregation required for individual jurisdictions in which the income taxes paid exceed five percent of the Company's total income taxes paid.

The provision for income taxes in the Company's statement of operations will also be required to be disaggregated by federal, state and foreign jurisdictions.

The amendments in ASU 2023-09 will become effective for annual disclosures in the Company's fiscal year beginning July 1, 2025, with early adoption permitted.

The FASB indicated ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

This ASU will only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

The provision for income taxes in the Company's consolidated statement of operations and comprehensive income will also be required to be disaggregated by federal, state and foreign jurisdictions.

The Company adopted ASU 2023-09 for its fiscal year beginning July 1, 2025 on a prospective basis.

As this ASU affects disclosures only, adoption did not have an impact on the Company's results of operations, cash flows, or financial condition.

The expanded rate reconciliation and income taxes paid reported on a disaggregate basis as required under ASU 2023-09 are presented in Note 13," Income Taxes."

Recent Accounting Pronouncements Not Yet Effective

Disaggregation of Expenses

In November 2024, the FASB issued ASU No.

2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") which requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory;

costs and expenses including purchases of inventory;

employee compensation;

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We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

The amendments in this update provide a practical expedient permitting a public business entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets.

The amendments in ASU 2025-05 will become effective for annual and interim reporting period disclosures in the Company's fiscal year beginning July 1, 2026.

We are currently evaluating the impact of adopting the practical expedient permitted under this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

Interim Reporting

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The ASU clarifies interim disclosure requirements and the applicability of Topic 270.

The objective of the amendments is to provide further clarity about the current interim disclosure requirements.

The ASU is effective for the Company for interim reporting periods within annual reporting periods beginning July 1, 2028.

Adoption of this ASU can be applied using either a prospective or a retrospective approach.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

Codification Improvements

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements.

The ASU addresses thirty-three items, representing the changes to the ASC that (1) clarify, (2) correct errors, or (3) make minor improvements.

Generally, the amendments in this ASU are not intended to result in significant changes for most entities.

The ASU is effective for the Company for interim reporting periods within annual reporting periods beginning July 1, 2027.

The adoption method of this ASU may vary, on an issue-by-issue basis.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

NOTE 3— REVENUES

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Our contract liabilities consist of advance payments (customer deposits) as well as billing in excess of revenue recognized primarily related to deferred revenue.

We classify customer deposits as a current

liability, and deferred revenue as a current or non-current liability based on the timing of when we expect to fulfill these remaining performance obligations.

We classify customer deposits as a current liability, and deferred revenue as a current or non-current liability based on the timing of when we expect to fulfill these remaining performance obligations.

The current portion of deferred revenue is included in other current liabilities and the non-current portion is included in other long-term liabilities in our Consolidated Balance Sheets.

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As of June 30, 2025, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $ 36.0 million and $ 26.0 million, respectively.

We expect the majority of our deferred revenue to convert to revenue in two years .

We expect the majority of our deferred revenue to convert to revenue in three years .

For fiscal years 2026 and 2025 we recognized revenues amounting to $ 36.0 million and $ 20.3 million, respectively from previous years' deferred revenue balances.

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The Company’s contracts with customers generally do not contain other forms of variable consideration, however when additional variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price.

NOTE 4— FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables summarize the Company’s financial instruments’ adjusted cost, gross unrealized gains and losses, and fair value by significant investment category as of June 30, 2026 (in thousands):

June 30, 2026

Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents (1) Short-Term Investments

Money market funds $ 10,667 $ — $ — $ 10,667 $ 10,667 $ —

Subtotal $ 10,667 $ — $ — $ 10,667 $ 10,667 $ —

Asset-backed securities 11,832 — — 11,832 — 11,832

Corporate bonds 38,906 — ( 6 ) 38,900 — 38,900

US Government bonds 37,886 2 — 37,888 — 37,888

Subtotal $ 88,624 $ 2 $ ( 6 ) $ 88,620 $ — $ 88,620

Total $ 99,291 $ 2 $ ( 6 ) $ 99,287 $ 10,667 $ 88,620

(1) Cash and cash equivalents on the Consolidated Balance Sheets includes securities that have a maturity of three months or less at the date of purchase.

The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.

During fiscal year ended June 30, 2026, interest income on the Company's investments securities was $ 0.2 million.

The Company did not have any material continuous unrealized loss position from marketable securities as of June 30, 2026.

The following table represents the adjusted costs and fair value of cash equivalents and investments by contractual maturity as of June 30, 2026 (in thousands):

Available-For-Sale

Adjusted Cost Fair Value

Due within 1 year 32,858 32,852

Due after 1 year through 5 years 66,433 66,435

Total $ 99,291 $ 99,287

All of the Company’s available-for-sale securities are available to the Company for use in current operations.

As a result, the Company classified all of its securities as current assets even if the stated maturity of some individual securities may be one year or more beyond the balance sheet date.

For certain of the Company’s financial instruments, other than those presented in the disclosures above, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate fair value due to their short maturities.

As of June 30, 2025, the company had term-loan facilities, the fair value of which approximated the historical cost.

Refer to Note 8."Debt"of the consolidated financial statements.

NOTE 5— EARNINGS PER SHARE

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Total $ 11,114 $ 11,739

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the "Domestic Guarantors"), entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $ 700 million senior secured revolving credit facility (the “Revolving Facility,” together with the Term Loan Facilities, as defined below, the "Facilities") and provided a $ 500 million senior secured term loan facility (the “Initial Term Loan Facility”), and extended the maturity of the Facilities to March 30, 2026.

In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $ 500 million in the aggregate.

The loans under the Initial Term Loan Facility are payable in quarterly installments of $ 6.25 million per quarter, commencing with the quarter ending June 30, 2021.

On April 3, 2023, the Company as borrower and the Domestic Guarantors entered into a first amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement (as amended, the “Amended Credit Agreement”) with the financial institutions named as lenders therein and Wells Fargo.

The First Amendment added a new term loan facility in an aggregate principal amount of $ 250 million (the “First Amendment Term Loan Facility,” together with the Initial Term Loan Facility, the "Term Loan Facilities") which is payable in quarterly installments equal to $ 3.125 million, commencing with the quarter ended June 30, 2023, and has a maturity date of March 30, 2026.

The obligations of the Company and certain domestic subsidiaries under the Amended Credit Agreement are required to be guaranteed by the Domestic Guarantors and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors.

As of September 30, 2024 the Company had repaid all of the First Amendment Term Loan Facility and as a result there are no future payments due.

The Company's unamortized balance of debt issuance costs are $ 0.4 million as of June 30, 2025, which are amortized as interest expense over the life of the Facilities.

The 2021 Facilities

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the “Domestic Guarantors”), entered into an amended and restated credit agreement (as amended by a first amendment on April 3, 2023, the “Amended Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $ 700 million senior secured revolving credit facility (the “Revolving Facility”) and provided a $ 500 million senior secured term loan facility (the “Term Loan Facility,” and together with the Term Loan Facility, the “Facilities”), and extended the maturity of the Facilities to March 30, 2026.

In addition, the Facilities included an option to request increases in the amounts of such credit facilities by up to an additional $ 500 million in the aggregate.

The loans under the Term Loan Facility were payable in quarterly installments of $ 6.25 million per quarter, commencing with the quarter ending June 30, 2021.

On February 27, 2026, we fully repaid 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.

There was no outstanding balance under the Revolving Facility at the March 30, 2026 maturity date.

Term Loan Facility

During the twelve months ended June 30, 2026, the Company made aggregate payments of $ 255.1 million under the Term Loan Facility, of which $ 250.0 million was repayment of principal and $ 5.1 million was payment of interest.

Revolving Facility

There were no payments made under the Revolving Facility during the twelve months ended June 30, 2026.

2026 Revolving Facility

On May 7, 2026, the Company, as borrower, and certain domestic subsidiaries, as guarantors, entered into a credit agreement (the “2026 Credit Agreement”) with PNC Bank, National Association (“PNC”), the other financial institutions named as lenders therein (collectively with PNC, the “Lenders”), and PNC, as administrative agent for the Lenders, pursuant to which PNC provided the Company with a $ 250 million senior secured revolving facility (the “2026 Revolving Facility”).

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.

As of June 30, 2026, the Company did not have any outstanding borrowings under the 2026 Revolving Facility.

There were no payments made under the 2026 Revolving Facility during the twelve months ended June 30, 2026.

The 2026 Revolving Facility includes a sub-limit of $ 50.0 million for letters of credit.

The 2026 Revolving Facility is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes that comply with the terms of the 2026 Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company’s common stock.

Under the 2026 Credit Agreement, loans may be borrowed, repaid and reborrowed until May 7, 2031, at which time all amounts borrowed must be repaid.

Loans may be prepaid at any time without penalty.

Revolving loans bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.25 % and 1.00 %, depending on the Company’s consolidated leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable Term SOFR Rate (as defined in the 2026 Credit Agreement), or replacement rate, for a specified period, plus a margin of between 1.25 % and 2.00 %%, depending on the Company’s consolidated leverage ratio as of the most recently ended fiscal quarter.

Base rate is defined as the highest of (i) the Overnight Bank Funding Rate (as defined in the 2026 Credit Agreement), plus 0.5 %, (ii) the Prime Rate (as defined in the 2026 Credit Agreement), and (iii) the Daily Simple SOFR (as defined in the 2026 Credit Agreement), plus 1.00 %, with a floor of zero.

A default interest rate shall apply on all obligations during certain events of default under the 2026 Credit Agreement at a rate per annum equal to 2.00 % above the applicable interest rate.

The Company will pay to each Lender a facility fee on a quarterly basis based on the unused amount of each lender’s commitment to make revolving loans, of between 0.125 % and 0.200 %, depending on the Company’s consolidated leverage ratio as of the most recently ended fiscal quarter.

The Company will also pay to the applicable Lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.25 % and 2.00 %, depending on the Company’s consolidated leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125 % per annum.

The Company is also obligated to pay PNC, as agent, fees customary for a credit facility of this size and type.

The 2026 Credit Agreement requires the Company to maintain during the term of the 2026 Revolving Facility (i) a maximum consolidated leverage ratio of 3.50 to 1.00, (ii) a minimum consolidated interest coverage ratio of 3.00 to 1.00 and (iii) to the extent that the Company’s consolidated leverage ratio is greater than 2.50 to 1.00, unrestricted domestic cash and cash equivalents of the Company and its subsidiaries in an amount equal to at least $ 75,000,000 .

In addition, the 2026 Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type.

The 2026 Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events.

The occurrence of an event of default could result in the acceleration of the obligations under the 2026 Credit Agreement.

The Company's unamortized balance of debt issuance costs are $ 0.9 million as of June 30, 2026, which are amortized as interest expense over the life of the 2026 Revolving Facility.

Amortization of debt issuance costs included in interest expense for the year ended June 30, 2026 and 2025 were $ 1.0 million and $ 2.0 million respectively

The Company’s debt consisted of the following (in thousands):

Initial Term Loan Facility - short term $ 250,000 $ 25,000

First Amendment Term Loan Facility - short-term — 12,500

Term Loan Facility - short term $ — $ 250,000

Debt issuance costs, net — ( 443 )

Total Debt - short term — 249,557

Initial Term Loan Facility - long term — 393,750

First Amendment Term Loan Facility - long-term — 101,875

Revolving Facility - long term — 175,000

Debt issuance costs, net — ( 747 )

Total Debt - long term $ — $ 669,878

The Revolving Facility includes a sub-limit of $ 25.0 million for letters of credit and a sub-limit of $ 25.0 million for swingline loans.

The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company's common stock.

Under the Amended Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid.

Loans under the Facilities may be prepaid at any time without penalty.

The revolving loans and term loans under the Initial Term Loan Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the Base Rate (as defined below) plus a margin of between 0.50 % and 1.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the Adjusted Term SOFR (as defined below) for a specified period, plus a margin of between 1.50 % and 2.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter.

Swingline loans bear interest at a floating rate per annum equal to the Base Rate plus a margin of be tween 0.50 % and 1.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter.

The loans under the First Amendment Term Loan Facility bear interest, at the Company's option, at either (i) a floating rate per annum equal to Base Rate plus a margin of between 1.00 % and 1.75 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable Adjusted Term SOFR rate for a specified period, plus a margin between 2.00 % and 2.75 %, depending on the Company's consolidated total leverage ratio as of the most recently ended fiscal quarter.

Base Rate is defined in the Amended Credit Agreement as the highest of (a) the Prime Rate (as defined in the Amended Credit Agreement), (b) the Federal Funds Rate (as defined in the Amended Credit Agreement) plus 0.50 % and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00 %;

each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable).

The Base Rate shall not be less than 1.00 %.

Adjusted Term SOFR is Term SOFR (as defined in the Amended Credit Agreement) plus 0.10 % per annum;

provided that Adjusted Term SOFR shall in no event be less than 0.00 %.

A default interest rate shall apply on all obligations during certain events of default under the Amended Credit Agreement at a rate per annum equal to 2.00 % above the applicable interest rate.

The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender’s commitment to make revolving loans, of between 0.20 % and 0.35 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter.

The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50 % and 2.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125 % per annum.

The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.

The Amended Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.50 to 1.00.

In addition, the Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type.

The Amended Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events.

The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement.

The Facilities

As of June 30, 2025, $ 250.0 million was outstanding on the Initial Term Loan Facility.

There was no outstanding balance on the Revolving Facility as of June 30, 2025, resulting in $ 700.0 million being available on the Revolving Facility.

The First Amendment Term Loan Facility was fully repaid during the three months ended September 30, 2024 and there is no balance outstanding as of June 30, 2025.

As of June 30, 2025 and 2024, the fair value of the Company's Facilities approximated the historical cost.

Term Facility:

During fiscal year 2025, the Company made aggregate payments of $ 309.1 million under the Term Loan Facilities, of which $ 283.1 million was a repayment of principal and $ 26.0 million was a payment of interest.

As of June 30, 2025, the interest rate of the Initial Term Loan facility was 5.93 %.

Revolving Facility:

During fiscal year 2025, the Company made aggregate payments of $ 210.0 million under the Revolving Facility, of which $ 205.0 million was a repayment of principal and $ 5.0 million was a payment of interest.

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2025, for fiscal 2026 and future fiscal years (in thousands):

Fiscal Year 2026 2027 2028 2029 2030 Thereafter Total

Debt payment obligations $ 250,000 $ — $ — $ — $ — $ — $ 250,000

Interest and other payments on debt payment obligations (1)

12,020 — — — — — 12,020

Total $ 262,020 $ — $ — $ — $ — $ — $ 262,020

(1) - Interest payments are calculated based on the applicable rates and payment dates as of June 30, 2025.

Although our interest rates on our debt obligations may vary, we have assumed the most recent available interest rates for all periods presented.

NOTE 9— LEASES

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The operating lease costs in the table above include costs for long-term and short-term leases.

Total short-term costs for fiscal years June 30, 2025 were immaterial and 2024 were $ 0.2 million, respectively.

Total short-term costs for fiscal years ended June 30, 2026 and 2025 were immaterial .

Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets.

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Total operating lease liabilities $ 79,961

Weighted-average remaining lease term - operating leases Six years

Weighted-average remaining lease term - operating leases 7 years

Weighted-average discount rate - operating leases 4.8 %

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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.

Transition Tax

We have an obligation 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

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The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information.

develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies.

The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies.

Taking all of the above factors into account, the Company records an amount where it is probable that the Company will incur a loss and where that loss can be reasonably estimated.

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The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

AX Wireless, LLC Litigation

On February 2, 2026, AX Wireless, LLC (“AX Wireless”) filed a complaint against the Company with the U.S.

International Trade Commission (“ITC”) alleging infringement of certain U.S.

patents related to Wi-Fi 6 (802.11ax) technology, including U.S.

and 112,063,134.

The complainant seeks a limited exclusion order and a cease and desist order that would prohibit the Company from importing into the United States, and selling in the United States, certain wireless networking products and components that allegedly infringe these patents.

Concurrently with the ITC filing, AX Wireless filed a related complaint in the U.S.

District Court for the Northern District of Illinois alleging infringement of the same patents and seeking unspecified monetary damages, interest, and fees.

The Company plans to vigorously defend itself in both the ITC investigation and the District Court action;

however, there can be no assurance that the Company will prevail.

The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with either the ITC investigation or the District Court action.

An adverse ruling at the ITC could result in an order excluding certain of our products from the U.S.

market, which would have a material adverse effect on our business, financial condition, and results of operations.

Velocity Communication Litigation

On July 30, 2026, Velocity Communication Technologies, LLC ("Velocity") filed a patent infringement lawsuit against the Company in the District of Delaware, alleging infringement of certain U.S.

patents related to Wi-Fi 6 (802.11ax) technology, including U.S.

and 9,596,648.

Velocity seeks compensatory and enhanced damages, as well as attorneys' fees and costs.

The Company plans to vigorously defend itself against these claims;

however, there can be no assurance that the Company will prevail in the lawsuit.

The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

NOTE 11— RELATED PARTY TRANSACTIONS AND CERTAIN OTHER TRANSACTIONS

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2020 Equity Incentive Plan

In March 2010, the Company’s Board of Directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”).

Under the terms of the 2010 Plan, non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units (“RSUs”) may be granted to employees or non-employee service providers.

Incentive stock options may be granted only to employees.

2020 Equity Incentive Plan

In December 2020, the Company's stockholders approved the Ubiquiti Inc.

2020 Omnibus Incentive Plan (the “2020 Equity Plan”) that replaced the 2010 Plan, and no additional awards will be granted under the 2010 Plan.

2020 Omnibus Incentive Plan (the “2020 Equity Plan”).

Under the terms of the 2020 Equity Plan, the Company is authorized to grant awards for up to five million shares of common stock over the term of the 2020 Equity Plan.

Outstanding awards under the 2010 Plan remain in effect pursuant to the terms of the 2010 Plan.

The 2020 Equity Plan and the 2010 Plan are each administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors.

Subject to the terms and conditions of the 2020 Equity Plan and the 2010 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 Equity Plan and the 2010 Plan.

The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 Equity Plan and the 2010 Plan.

Options and RSUs generally vest over a four-year period from the date of grant and generally expire 10 years from the date of grant.

The terms of the 2020 Equity Plan and the 2010 Plan provide that an option price shall not be less than 100 % of fair market value on the date of grant.

As of June 30, 2025, the Company had 4,848,742 authorized shares available for future issuance under all of its stock incentive plans.

The 2020 Equity Plan is administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors.

Subject to the terms and conditions of the 2020 Equity Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 Equity Plan.

The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 Equity Plan.

Options and restricted stock units ("RSUs") generally vest over a four-year period from the date of grant and generally expire 10 years from the date of grant.

The terms of the 2020 Equity Plan provide that an option price shall not be less than 100 % of fair market value on the date of grant.

As of June 30, 2026, the Company had 4,918,820 authorized shares available for future issuance under its stock incentive plan.

Share-based Compensation

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2025, 2024 and 2023 (in thousands):

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Income for fiscal 2026, 2025 and 2024 (in thousands):

Year ended June 30,

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Stock Options

During fiscal 2025, 2024 and 2023, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $ 0.0 million, $ 0.0 million, and $ 0.6 million, respectively, as determined as of the date of option exercise.

During fiscal 2026, 2025 and 2024, there were no options exercised under the Company’s stock incentive plan.

As of June 30, 2026, the Company had no unrecognized compensation cost related to stock options.

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The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, the Company may be required to record adjustments to share-based compensation expense in future periods.

Restricted Stock Units (“RSUs”)

Restricted Stock Units

The following table summarizes the activity of the RSUs made by the Company:

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Provision for income taxes $ 222,772 $ 93,730 $ 73,868

The reconciliation of federal statutory income tax to the Company’s provision for income taxes is as follows:

The Company adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" on a prospective basis beginning with the year ended June 30, 2026.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory income tax amount and rate to our total provision for income taxes amount and rate for the year ended June 30, 2026 (in thousands except for percentages):

Year ended June 30, 2026

2025 2024 2023

Amount Percent

US Federal Statutory Rate 248,445 21.0 %

State and local income taxes, net of federal income tax effect * 26,342 2.2 %

Foreign tax effects:

Other foreign jurisdictions 45 — %

Effect of cross-border tax laws:

Global intangible low tax income 209 — %

Foreign-derived intangible income deduction ( 52,839 ) ( 4.5 ) %

Other 1,512 0.1 %

Nontaxable or nondeductible items:

Stock-based compensation expense 428 0.1 %

Other 442 0.1 %

Changes in unrecognized tax benefits ( 1,812 ) ( 0.2 ) %

Total $ 222,772 18.8 %

(*) The tax effect in this category primarily reflects state and local taxes in California, Illinois, New Jersey, New York State, New York City, Pennsylvania, and Utah.

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate and our effective tax rate for the years ended June 30, 2025 and June 30, 2024 (in percentages):

Year ended June 30,

Statutory rate 21.0 % 21.0 %

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Effective tax rate 11.6 % 17.4 %

The Company made tax payments, net of refunds, during the year ended June 30, 2026 as follows (in thousands):

Year ended June 30, 2026

Cash paid for federal income taxes 236,003

Cash paid for state and local income taxes * 41,776

Cash paid for foreign income taxes * 12,192

*There were no net payments made to any jurisdiction that exceeded 5% of the total income taxes paid.

Significant components of the Company's deferred tax assets and liabilities as of June 30, 2026 are as follows (in thousands):

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Net deferred tax assets $ 143,513 $ 107,634

During the fourth quarter of fiscal 2025, the Company transferred certain intangible properties held by our foreign subsidiaries to the U.S.

The change in effective tax rates for fiscal 2025 as compared to fiscal 2024 was primarily driven by a one-time deferred tax benefit of $ 53.7 million relating to capitalized research expenditure as a result of this transaction.

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended June 30, 2026 and 2025 consists of the following (in thousands):

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As of June 30, 2026, the Company had approximately $ 31.5 million of unrecognized tax benefits, substantially all of which would, if recognized, affect its tax expense.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statements of Operations.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets.

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The Company and one or more of its subsidiaries, file income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions and is currently undergoing income tax examinations by the U.S.

Internal Revenue Service (“IRS”) and the Hong Kong Inland Revenue Department ("IRD").

All material consolidated federal, state and local income tax matters have been concluded for years through 2015.

Internal Revenue Service (“IRS”) and the IRD.

All material consolidated federal, state and local income tax matters have been concluded for years through 2019, with the exception of federal income tax return for fiscal year 2015 and fiscal year 2016.

The majority of the Company's foreign jurisdictions have been concluded through 2015, with the exception of Hong Kong which has been reviewed through 2009 and is currently under audit for the 2010-2020 statutory tax years.

4 unchanged sentences

On May 12, 2020, the IRS issued a final NOPA to the Company with respect to the 2015/2016 tax years.

The Company formally protested the adjustment and the case was moved from the Examination Division to the IRS Appeals Division where a formal review of the facts and the applicable law took place on May 9, 2022.

The Company formally protested the adjustment and the case was moved from the Examination Division to the IRS Appeals

Division where a formal review of the facts and the applicable law took place on May 9, 2022.

The Appeals Officer issued a Notice of Deficiency on August 3, 2022, which upheld the position of the Examination Division.

The Company filed a petition with the United States Tax Court seeking to have the Notice of Deficiency reversed.

On November 8, 2023, the Company filed a Motion for Summary Judgement.

The IRS responded to the Company's Motion on December 26, 2023 and filed a Cross-Motion for Summary Judgement.

On January 22, 2024, the judge assigned to this case rejected both Motions for Summary Judgement.

On November 8, 2023, the Company filed a Motion for Summary Judgment.

The IRS responded to the Company’s Motion on December 26, 2023 and filed a Cross-Motion for Summary Judgment.

On January 22, 2024, the judge assigned to this case rejected both Motions for Summary Judgment.

As such, the Company is awaiting a trial date to be set.

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Regardless of whether the matter is resolved in the Company’s favor, the final resolution of this matter could be expensive and time-consuming to defend and/or settle.

The Company estimates the incremental tax liability associated with the income adjustment proposed in the AOF would be approximately $ 50.0 million, excluding potential interest and penalties, after adjusting for the impact of an adjustment on the amount of transition tax paid by the Company.

As the Company believes that the tax originally paid in fiscal 2015 and fiscal 2016 is correct, it has not provided a reserve for this tax uncertainty.

However, an adverse outcome may have a material and adverse effect on the Company’s results of operations and financial condition.

The Hong Kong Inland Revenue Department (the “IRD”) is examining the Company’s claims that its revenue is generated through activities performed wholly outside of the Hong Kong tax jurisdiction and are therefore exempt from Hong Kong tax.

The IRD is examining the Company’s claims that its revenue is generated through activities performed wholly outside of the Hong Kong tax jurisdiction and are therefore exempt from Hong Kong tax.

The Company is fully cooperating with the examination including submitting documentation in support of its position.

The Company continues to believe that its tax positions filed with the IRD are more likely than not to be sustained based on their technical merits and therefore no reserve has been provided for this tax uncertainty.

Between fiscal years 2018 and 2024, the Company made payments totaling a combined amount of $ 60.4 million as deposits, with the IRD in connection with extending the statute of limitation for income tax examinations currently under audit for 2010-2018 income tax audits.

Between fiscal years 2018 and 2025, the Company made payments totaling a combined amount of $ 60.9 million as deposits with the IRD in connection with extending the statute of limitation for the 2010-2019 income tax audits.

On March 27, 2026, the Company received notification that the IRD is seeking an additional $ 0.2 million deposit covering the 2020 statutory tax year.

The Company filed a formal protest in response to this notice and the Assessor's office agreed to a reduced deposit of $ 0.2 million covering the 2019 statutory tax year.

The Company filed a formal protest in response to this notice and the Assessor's office agreed to a reduced immaterial deposit amount covering the 2020 statutory tax year.

The refundable deposits are included within other long-term assets on our Consolidated Balance Sheets.

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However, there can be no assurance that this matter will be resolved in the Company’s favor and therefore it's possible that an adverse outcome of the matter could have a material effect on the Company’s results of operations and financial condition.

The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting released Pillar Two Model Rules (“Pillar Two”) for a global minimum tax.

Many countries have enacted certain aspects of the Pillar Two framework with effective dates prior to the conclusion of the Company’s fiscal year 2025.

Entities operating in countries where Pillar Two has been enacted are required to estimate Pillar Two top-up tax obligations beginning in the first quarter of fiscal year 2025.

For the fiscal year ended June 30, 2026, the Company included approximately $ 3.2 million Pillar Two top-up tax obligations impacting the Company’s effective tax rate.

The Company will continue to evaluate the impact of proposed and enacted legislation as new guidance becomes available.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (“OBBBA”).

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ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

The legislation has multiple effective dates, with certain provisions effective in 2025 (our Fiscal year 2026) and others implemented through 2027 (our Fiscal year 2028).

Although there is no effect on the Company’s current year financial statements, the Company will monitor and record, as necessary, the impact of these new provisions in the future consolidated financial statements.

The legislation has multiple effective dates, with certain provisions effective in 2025 (our current fiscal year 2026) and others implemented through 2027 (our fiscal year 2028).

The Company has evaluated the OBBBA enacted during the year end and believes it has reflected the impact of all relevant legislation in calculations to determine income taxes.

NOTE 14— SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

We have one reportable segment, which reflects how the chief operating decision maker (“CODM”), Chief Executive Officer, reviews and assesses performance of the business.

The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported in the consolidated statement of operations.

The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported in the consolidated statement of operations and comprehensive income.

The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases.

Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statement of operations.

Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statement of operations and comprehensive income.

The Company presents its revenue by product type in two primary categories:

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(1) Revenue for the United States was $ 1,569.0 million, $ 1,193.3 million and $ 881.0 million for fiscal 2026, 2025, and 2024, respectively.

For the periods presented, there were no customers with an accounts receivable balance of 10% or greater or customers with net revenues of 10% or greater of total revenues.

Customers with an accounts receivable balance of 10% or greater of total accounts receivable are presented below for the periods indicated:

Percentage of Accounts Receivable

Customer A 10 % *

Customer B 11 % *

* Denotes less than 10%

For all periods presented, there were no customers representing 10% or more of total net revenues.

NOTE 15— COMMON STOCK AND TREASURY STOCK

On August 21, 2025, the Company’s Board of Directors approved a $ 500 million stock repurchase program (the “2025 August Program”).

Under the 2025 August Program, the Company is authorized to repurchase up to $ 500 million of its common stock.

The 2025 August Program was initially scheduled to expire on September 30, 2026.

On August 20, 2026, the Company’s Board of Directors extended the expiration date of the 2025 August Program to September 30, 2027.

During the year ended June 30, 2026, the Company did not make any repurchases under the 2025 August Program.

NOTE 16 — SUBSEQUENT EVENTS

Stock Repurchases

On August 21, 2025, the Company’s Board of Directors approved a new $ 500 million stock repurchase program (the “2025 August Program”).

Under the 2025 August Program, the Company is authorized to repurchase up to $ 500 million of common stock.

2025 August Program expires on September 30, 2026.

On August 22, 2025, the Company announced that its Board of Directors had approved a quarterly cash dividend of $ 0.80 per share payable on September 8, 2025 to shareholders of record at the close of business on September 2, 2025.

On August 21, 2026, the Company announced that its Board of Directors had approved a quarterly cash dividend of $ 1.00 per share payable on September 8, 2026 to shareholders of record at the close of business on August 31, 2026.

Any future dividends will be subject to the approval of the Company’s Board of Directors.

Extension of 2025 August Program

On August 20, 2026, the Company’s Board of Directors extended the expiration date of the 2025 August Program (as defined in Note 15- Common Stock and Treasury Stock) to September 30,2027.

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 9A. Controls and Procedures