Ubiquiti Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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 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, 2026, our Chief Executive Officer and Chief Accounting and Finance Officer 48 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Accounting and Finance Officer, and effected by such company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, with the participation of our Chief Executive Officer and Chief Accounting and Finance Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2026. The effectiveness of our internal control over financial reporting as of June 30, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2026 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors and Executive Officers 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). Item 11. Executive Compensation 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). Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 49 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 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). Item 13. 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 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). Item 14. Principal Accounting Fees and Services 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). 50 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements The financial statements filed as part of this Annual Report on Form 10-K are identified in the Index to Consolidated Financial Statements on page 55 of this Annual Report on Form 10-K. 2. Financial Statement Schedules See Item 15(c) below. 3. Exhibits See Item 15(b) below. (b) Exhibits The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission. Ubiquiti Inc. (the “Registrant”) shall furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request. Exhibit Number Description Incorporated by Reference from Form Incorporated by Reference from Exhibit Number Date Filed Filed Herewith 3.1 Third Amended and Restated Certificate of Incorporation of Ubiquiti Inc., as amended 10-K August 21, 2019 3.2 Amended and Restated Bylaws, as amended, as of December 17, 2020 8-K 3.1 December 18, 2020 4.1 Specimen Common Stock Certificate of Ubiquiti Networks, Inc. S-1 4.1 October 3, 2011 4.2 Registration Agreement, dated March 2, 2010, between Ubiquiti Networks, Inc. and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein. S-1 4.2 June 17, 2011 4.3 Investor Rights Agreement, dated as of March 2, 2010, between Ubiquiti Networks, Inc. and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein. S-1 4.3 June 17, 2011 4.4 Descriptions of the Company’s Securitie s X 10.1 Form of Indemnification Agreement between Ubiquiti Networks, Inc. and its directors and officers. S-1 10.1 October 3, 2011 10.2# Amended and Restated 2010 Equity Incentive Plan and forms of agreement thereunder. S-1 10.2 June 17, 2011 10.3# Ubiquiti Inc. 2020 Omnibus Incentive Plan 8-K 10.1 December 11, 2020 10.4# Employment Agreement, dated as of March 1, 2016, between Ubiquiti Networks, Inc. and Kevin Radigan. 10-K 10.6 August 22, 2016 10. 5 # First Amendment to Offer Letter Agreement - Kevin Radigan 10-Q 10.1 November 7, 2025 10. 6 Jinyong Ji Investment Taiwan Lease, dated as of March 16, 2010, between Ubiquiti Networks, Inc. and Jinyong Ji Investment Co., Ltd. S-1 10.1 June 17, 2011 51 10.7 Taiwan Lease, dated as of July 20, 2011, between Jin Yeoung Ji Co., Ltd. and Ubiquiti Networks International Limited, Taiwan Branch. 10-Q 10.15 November 14, 2011 10.8 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 19 Insider Trading Policy 10-K 19 August 23, 2024 21.1 List of subsidiaries of Ubiquiti Inc. X 23.1 Consent of independent registered public accounting firm X 31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. X 31.2 Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. X 32.1 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. X 97 Ubiquiti Inc. Incentive Compensation Clawback Policy 10-K 97 August 23, 2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Schema Linkbase Document X 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Date File - (formatted as Inline XBRL and contained in Exhibit 101) # Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. ~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. 52 The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. (c) Financial Statement Schedules. Schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. Item 16. Form 10-K Summary Not applicable. 53 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Ubiquiti Inc. Dated: August 21, 2026 By: /s/ Robert J. Pera Robert J. Pera Chief Executive Officer and Director (Principal Executive Officer) Dated: August 21, 2026 By: /s/ Kevin Radigan Kevin Radigan Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert J. Pera Robert J. Pera Chief Executive Officer and Director (Principal Executive Officer) August 21, 2026 /s/ Kevin Radigan Kevin Radigan Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer) August 21, 2026 /s/ Rafael Torres Rafael Torres Director August 21, 2026 /s/ Brandon Arrindell Brandon Arrindell Director August 21, 2026 54 UBIQUITI INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 56 Consolidated Balance Sheets 58 Consolidated Statements of Operations and Comprehensive Income 59 Consolidated Statements of Stockholders’ Equity (Deficit) 60 Consolidated Statements of Cash Flows 61 Notes to Consolidated Financial Statements 62 55 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Ubiquiti Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Ubiquiti Inc. 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. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and June 30, 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective 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. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and 56 procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of excess or obsolete inventory As discussed in Note 2 to the consolidated financial statements, the Company’s inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (NRV). 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. The Company’s determination of the valuation of excess or obsolete inventory is based on a comparison of the quantity and cost of inventory on hand to anticipated demand, alternative uses, and other factors. As of June 30, 2026 , the Company’s inventories totaled $780.4 million. We identified the assessment of the valuation of certain excess or obsolete finished goods inventory as a critical audit matter. Subjective auditor judgement was required to evaluate the Company’s estimates of anticipated demand, alternative uses, and other factors, which can be affected by market and economic conditions outside the Company’s control. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s finished goods inventory valuation process. This included controls related to the development of estimates of anticipated demand of inventory. We evaluated current year estimates of anticipated demand used to determine the value of excess or obsolete inventory when they differed significantly from historical sales volumes. We selected certain inventory items and compared the Company’s prior year estimate of anticipated demand to actual sales results to assess the Company’s ability to accurately forecast. /s/ KPMG LLP We have served as the Company’s auditor since 2016. New York, New York August 21, 2026 57 UBIQUITI INC. Consolidated Balance Sheets (In thousands, except share and per share data) June 30, 2026 2025 Assets Current assets: 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 301,688 244,616 Inventories 780,440 675,098 Vendor deposits 73,194 48,209 Prepaid expenses and other current assets 67,955 55,572 Total current assets 1,834,476 1,173,222 Property and equipment, net 75,908 73,495 Operating lease right-of-use assets, net 75,854 44,655 Deferred tax assets 143,862 107,968 Other long-term assets 68,090 67,111 Total assets $ 2,198,190 $ 1,466,451 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 432,221 $ 164,793 Income taxes payable 10,761 40,733 Debt — short-term — 249,557 Other current liabilities 183,645 255,772 Total current liabilities 626,627 710,855 Income taxes payable — long-term 24,826 25,529 Operating lease liabilities — long-term 65,268 35,458 Deferred tax liability 349 334 Other long-term liabilities 40,874 26,015 Total liabilities 757,944 798,191 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock—$ 0.001 par value; 50,000,000 shares authorized; none issued — — Common stock—$ 0.001 par value; 500,000,000 shares authorized: 60,522,091 and 60,492,105 issued and outstanding at June 30, 2026 and 2025, respectively 61 61 Additional paid–in capital 22,396 17,075 Accumulated other comprehensive (loss) ( 4 ) — Retained earnings 1,417,793 651,124 Total stockholders’ equity 1,440,246 668,260 Total liabilities and stockholders’ equity $ 2,198,190 $ 1,466,451 See accompanying notes to consolidated financial statements. 58 UBIQUITI INC. Consolidated Statements of Operations and Comprehensive Income (In thousands, except per share amounts) Year ended June 30, 2026 2025 2024 Revenues $ 3,274,162 $ 2,573,545 $ 1,928,490 Cost of revenues 1,762,788 1,456,094 1,188,728 Gross profit 1,511,374 1,117,451 739,762 Operating expenses: Research and development 204,166 169,672 159,768 Sales, general and administrative 121,766 111,499 80,997 Total operating expenses 325,932 281,171 240,765 Income from operations 1,185,442 836,280 498,997 Interest expense and other, net 2,367 30,628 75,169 Income before income taxes 1,183,075 805,652 423,828 Provision for income taxes 222,772 93,730 73,868 Net income $ 960,303 $ 711,922 $ 349,960 Net income per share of common stock: Basic $ 15.87 $ 11.77 $ 5.79 Diluted $ 15.85 $ 11.76 $ 5.79 Weighted average shares used in computing net income per share of common stock: Basic 60,510 60,480 60,454 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. 59 UBIQUITI INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) In thousands, except share data Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders' Equity (Deficit) Shares Amount Amount Amount Amount Amount Balance at June 30, 2023 60,441,896 $ 60 $ 4,721 $ ( 120,514 ) $ — $ ( 115,733 ) Net Income — — — 349,960 — 349,960 Restricted stock units issued, net of tax withholdings 20,643 — ( 434 ) — — ( 434 ) Share-based compensation expense — — 6,358 — — 6,358 Dividends paid on Common Stock ($ 2.40 per share) — — — ( 145,091 ) — ( 145,091 ) Balance at June 30, 2024 60,462,539 $ 60 $ 10,645 $ 84,355 $ — $ 95,060 Net Income — — — 711,922 — 711,922 Restricted stock units issued, net of tax withholdings 29,566 1 ( 778 ) — — ( 777 ) Share-based compensation expense — — 7,208 — — 7,208 Dividends paid on Common Stock ($ 2.40 per share) — — — ( 145,153 ) — ( 145,153 ) Balance at June 30, 2025 60,492,105 $ 61 $ 17,075 $ 651,124 $ — $ 668,260 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 ) Share-based compensation expense — — 7,444 — — 7,444 Dividends paid on Common Stock ($ 3.20 per share) — — — ( 193,634 ) — ( 193,634 ) Balance at June 30, 2026 60,522,091 $ 61 $ 22,396 $ 1,417,793 $ ( 4 ) $ 1,440,246 See accompanying notes to consolidated financial statements. 60 UBIQUITI INC. Consolidated Statements of Cash Flows (In thousands) Years Ended June 30, 2026 2025 2024 Cash Flows from Operating Activities: Net income $ 960,303 $ 711,922 $ 349,960 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,944 21,901 19,251 Amortization of debt issuance costs 1,016 2,022 1,725 Provision for excess and obsolete inventory 4,104 6,657 23,905 Provision for loss on vendor deposits 4,482 11,088 20,019 Share-based compensation 7,444 7,208 6,358 Deferred taxes, net ( 35,878 ) ( 72,192 ) ( 11,967 ) Provision for bad debt 169 11,458 ( 574 ) Other, net 1,626 ( 685 ) 745 Changes in operating assets and liabilities: Accounts receivable ( 57,241 ) ( 86,927 ) ( 1,765 ) Inventories ( 109,498 ) ( 219,867 ) 250,665 Vendor deposits ( 29,468 ) 64,164 ( 18,253 ) Prepaid expenses and other assets ( 12,950 ) ( 16,344 ) ( 17,564 ) Accounts payable 266,687 113,550 ( 103,086 ) Income taxes payable ( 30,675 ) ( 10,812 ) ( 17,115 ) Deferred revenues 34,214 30,122 6,595 Accrued and other liabilities ( 94,597 ) 66,762 32,617 Net cash provided by (used in) operating activities 928,682 640,027 541,516 Cash Flows from Investing Activities: 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- Revolver — 30,000 — Repayment against credit facility- Revolver — ( 205,000 ) ( 215,000 ) Repayment against credit facility- Term ( 250,000 ) ( 283,125 ) ( 157,500 ) Debt issuance costs ( 1,001 ) — — Payment of common stock cash dividends ( 193,634 ) ( 145,153 ) ( 145,091 ) Tax withholdings related to net share settlements of restricted stock units ( 2,123 ) ( 778 ) ( 434 ) Net cash (used in) provided by financing activities ( 446,758 ) ( 604,056 ) ( 518,025 ) Net increase (decrease) in cash and cash equivalents 372,852 23,385 11,516 Cash and cash equivalents at beginning of period 149,727 126,342 114,826 Cash and cash equivalents at end of period $ 522,579 $ 149,727 $ 126,342 Supplemental Disclosure of Cash Flow Information: Income taxes paid, net of refunds $ 289,971 $ 177,237 $ 108,572 Interest paid $ 5,078 $ 31,048 $ 75,094 Non-Cash Investing and Financing Activities: Right-of-use asset recognized $ 46,450 $ 10,565 $ 4,393 Unpaid property and equipment and other long-term assets $ 2,190 $ 1,448 $ 1,300 See accompanying notes to consolidated financial statements. 61 UBIQUITI INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1— BUSINESS AND BASIS OF PRESENTATION Business — Ubiquiti Inc. 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. In these notes, Ubiquiti refers to the fiscal years ended June 30, 2026, 2025 and 2024 as fiscal 2026, fiscal 2025 and fiscal 2024, respectively. Basis of Presentation — The Company’s consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principle (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. The Company has reclassified certain amounts reported in the previous period to conform to the current period presentation. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition and deferred revenue; sales return reserves; inventory valuation and vendor deposits; accounting for income taxes, including the valuation allowance on deferred tax assets and reserves for uncertain tax positions. We evaluate our estimates and assumptions based on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Recognition of Revenues Revenue consists of revenue from sales of hardware and the related essential software (“products”) as well as related implied post-contract customer support (“PCS”). We recognize revenue when obligations under the terms of a contract with our customers are satisfied, generally, upon transfer of control of promised goods or services to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. We apply the following five-step revenue recognition model: • Identification of the contract, or contracts with a custome r • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy the performance obligation Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered. PCS is the right to receive, on a when-and-if available basis, future unspecified software upgrades and features relating to the product’s essential software as well as technical support and bug fixes. The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company’s distinct performance obligations consist mainly of transferring control of its products identified in the contracts, purchase orders or invoices and implied PCS services. Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. The Company records a provision for returns related to this variable 62 consideration based upon its historical returns experience with these customers. We record amounts billed for shipping and handling costs as revenues. We act as principal as we are responsible for providing shipping services in exchange for a fee charged to the buyer and hence recognize revenue in the gross amount of consideration received from the customer. We classify shipping and handling costs incurred by us as cost of revenue. We concluded that we are principal in these transactions and hence recorded the shipping revenue transaction at gross. Deposit payments received from distributors in advance of recognition of revenues are included in current liabilities of our balance sheet and are recognized as revenues when all the criteria for recognition of revenues are met. Transaction price and allocation to performance obligations Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The Company is directly responsible for fulfilling its performance obligations in contracts with customers and does not rely on another party to fulfill its promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling price s of the promised products or services underlying each performance obligation. The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and are not considered a separate performance obligation. Costs for research and development and sales and marketing are expensed as incurred. If the estimated life of the hardware product should change, the future rate of amortization of the revenues allocated to PCS could also change. Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS includes reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs. As of June 30, 2026 and 2025, the Company had deferred revenues of $ 96.2 million and $ 62.0 million, respectively. Cash and Cash Equivalents The Company considers investments purchased with a maturity period of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair value. The Company deposits cash and cash equivalents with financial institutions that management believes are of high credit quality. The Company’s cash and cash equivalents consist primarily of cash deposited in U.S. dollar denominated interest-bearing deposit accounts and money market funds. We maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits. We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or similar agencies. 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities and accounts receivable. The Company limits its exposure by primarily placing its cash in interest-bearing deposit accounts and marketable securities with high credit quality financial institutions. 63 The Company derives its accounts receivable from revenues earned from customers located worldwide. The Company bases credit decisions primarily upon a customer’s past credit history. If upfront deposits or prepayments are not required, customers then may be granted standard credit terms, which range from net 30 to 60 days. The Company subcontracts with third parties to manufacture most of our products. The Company relies on the ability of these contract manufacturers to produce the products sold to its distributors. A significant portion of the Company’s products are manufactured by a few contract manufacturers. Inventory and Inventory Valuation The Company’s inventories are finished goods and raw materials. Inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (“NRV”). NRV is based upon an estimated average selling price reduced by the estimated costs of disposal. The determination of 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. 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. Write-downs are not reversed until the related inventory has been subsequently sold or scrapped. The valuation of inventory also requires the Company to estimate excess and obsolete inventory. The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to the Company’s forecast of customer demand, which is dependent on various factors and requires the Company to use judgment in forecasting future demand for its products. The Company also considers the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which would have a negative impact on the Company’s gross margin. If the Company ultimately sells inventory that has been previously written down, the Company’s gross margins in future periods would be positively impacted. The Company capitalizes manufacturing overhead expenditures as part of inventory costs. Capitalized costs primarily include management’s best estimate of the indirect labor, tariffs, shipping and logistics costs incurred related to inventory acquired or produced but not sold during the respective period. Manufacturing overhead costs are capitalized to inventory and are recognized as cost of revenues in the future periods based on when the inventory is sold or written-down. Product Warranties 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 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. The Company assesses the adequacy of its accrued warranty liabilities and adjusts the amounts as necessary based on historical experience factors and changes in future estimates. Historical factors include product failure rates, material usage and service delivery costs incurred in correcting product failures. In certain circumstances, the Company may have recourse from its contract manufacturers for the replacement cost of defective products, which it also factors into its warranty liability assessment. Allowance for Credit Losses The Company records an allowance for its estimate of expected credit losses on its trade receivables based on its assessment of various factors, including historical experience, age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect the customers’ abilities to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its obligations to the Company, the Company records a specific allowance against amounts due from the customer, and thereby reduces the net recognized receivable to the amounts it reasonably believes will be collected. The changes in the estimate of expected credit losses for the Company's trade receivables were as follows (in thousands): 64 Year ended June 30, 2026 2025 2024 Beginning balance $ 11,956 $ 498 $ 92 Charged to expenses 169 11,458 406 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 (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 no t recognize any material impairment losses for fiscal years 2026, 2025 and 2024. Property and Equipment Furniture, fixtures and equipment are recorded at cost. The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Testing equipment 3 to 5 years Computer and other equipment 3 to 5 years Furniture and fixtures 3 to 5 years Software up to 3 years Corporate aircraft 15 years 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 and comprehensive income. Expenditures for maintenance and repairs are charged to operations as incurred. 65 Intangible Assets The Company’s intangible assets consist primarily of domain name purchase and legal costs associated with application for and registration of the Company’s trademarks, which are all included in other long-term assets. The Company amortizes all definite-lived intangible assets that are subject to amortization over the estimated useful life based on economic benefit. Domain names are amortized over 15 years, while other intangible assets are generally amortized over 5 years. All patent filing and defense costs are expensed as incurred, however, to date these costs have not been significant. Leases The Company enters into agreements under which we lease various real estate spaces, including warehouse facilities and office space, that are generally leased under noncancelable agreements and include various renewal options for additional periods and/or have options to early terminate. At contract inception, the Company determines if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined and therefore, the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. ROU assets are determined based upon the calculated lease liability, adjusted by unamortized initial direct costs, unamortized lease incentives received and cumulative deferred or prepaid lease payments. The Company has options to renew or terminate certain leases. These options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for operating leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. Lease expense for our operating leases is recognized on a straight-line basis over the term of the lease. Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Income Taxes The Company accounts for income taxes in accordance with accounting guidance which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amount it expects to realize. The assessment of whether or not a valuation allowance is required often requires significant judgment including current operating results, the forecast of future taxable income and ongoing prudent and feasible tax planning initiatives. The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company may be subject to income tax audits in all of the jurisdictions in which it operates and, as a result, must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. Accordingly, the Company must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on the Company’s financial condition and operating results. 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 and comprehensive income. Accrued interest and penalties are included on the related tax liability line in the Consolidated Balance Sheets. Share-based Compensation The Company measures share-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense for restricted stock units and stock options on a straight-line basis over the employee’s requisite service period. 66 The Company did no t grant any stock options during fiscal 2026, fiscal 2025 or fiscal 2024. Restricted stock units are valued based on the fair value of the Company’s common stock on the date of grant. Commitments and Contingencies The Company periodically evaluates all pending or threatened contingencies and any commitments, if any, that are reasonably likely to have a material adverse effect on its results of operations, financial position or cash flows. The Company assesses the probability of an adverse outcome and determines if it is remote, reasonably possible or probable. If information available prior to the issuance of the Company’s financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the Company’s financial statements, and the amount of the loss, or the range of probable loss can be reasonably estimated, then such loss is accrued and charged to operating expenses. If no accrual is made for a loss contingency because one or both of the conditions pursuant to the accounting guidance are not met, but the probability of an adverse outcome is at least reasonably possible, the Company discloses the nature of the contingency and provides an estimate of the possible loss or range of loss, or states that such an estimate cannot be made. Foreign Currency Remeasurement The functional currency of the Company and its subsidiaries is the U.S. dollar. For foreign operations, local currency denominated monetary assets and liabilities are remeasured at the period end exchange rates, and revenues, costs and expenses are remeasured at the average exchange rates during the fiscal year. Foreign exchange gains and losses have been immaterial to the Company’s results of operations to date. Research and Development Costs Research and development expenses are expensed as incurred and consist primarily of payroll and payroll-related costs and facilities costs. Research and development expenses associated with software development are typically expensed as incurred as our software is usually released to end customers immediately after technological feasibility has been established. However, the Company capitalizes development costs when material costs are incurred subsequent to technological feasibility but prior to commercial release. Earnings Per Share The Company applies the treasury stock method for calculating and presenting earnings per share (“EPS”). Basic EPS is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS available to common stockholders is computed by dividing the amount of net income available to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. Newly Adopted Accounting Standards Income Taxes 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. ASU 2023-09 requires a public business entity to disclose a tabular rate reconciliation using specified categories and providing additional information for reconciling items that exceed a quantitative threshold. 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 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 67 costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments in ASU 2024-03 will become effective for annual disclosures in the Company's fiscal year beginning July 1, 2027, with interim period disclosures required effective with the Company's fiscal year beginning July 1, 2028. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. 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 Revenue is primarily generated from the sale of hardware as well as the related implied PCS. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products and PCS to our customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered. Disaggregation of Revenue See Note 14 “Segment Information, Revenues by Geography and Significant Customers” for disaggregation of revenue by product category and geography. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to PCS and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company’s right to the consideration is unconditional. 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. 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. As of June 30, 2026 and 2025, the Company’s customer deposits were $ 1.2 million and $ 2.8 million, respectively. 68 As of June 30, 2026, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $ 55.3 million and $ 40.9 million, respectively. 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 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. Variable Consideration The Company provides for rights of return to certain customers on product sales and therefore records a provision for returns related to this variable consideration based upon its historical returns experience with these customers. The Company also provides certain customers with discounts that are recorded as a reduction of revenue in the period the related product revenue is recognized and are reflected as a reduction of outstanding accounts receivable. 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. 69 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 Level 1 Money market funds $ 10,667 $ — $ — $ 10,667 $ 10,667 $ — Subtotal $ 10,667 $ — $ — $ 10,667 $ 10,667 $ — Level 2 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. 70 NOTE 5— EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data): Year ended June 30, 2026 2025 2024 Numerator: Net income $ 960,303 $ 711,922 $ 349,960 Denominator: Weighted-average shares used in computing basic earnings per share 60,510 60,480 60,454 Add—dilutive potential common shares: Restricted stock units 60 54 4 Weighted-average shares used in computing diluted earnings per share 60,570 60,534 60,458 Net income per share of common stock: Basic $ 15.87 $ 11.77 $ 5.79 Diluted $ 15.85 $ 11.76 $ 5.79 The Company excludes potentially dilutive securities from its diluted earnings per share calculation when their effect would be anti-dilutive to earnings per share amounts. The following table summarizes the total potential shares of common stock that were excluded from the diluted per share calculation, because to include them would have been anti-dilutive for the period (in thousands): Year ended June 30, 2026 2025 2024 Restricted stock units — 9 80 NOTE 6— BALANCE SHEET COMPONENTS Inventories Inventories consisted of the following (in thousands): June 30, 2026 2025 Finished goods $ 703,361 $ 627,971 Raw materials 77,079 47,127 Total $ 780,440 $ 675,098 Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2026 2025 Prepaid income taxes $ 7,871 $ 7,339 Prepaid expenses and other Assets 48,390 39,458 Other taxes 11,694 8,775 Total $ 67,955 $ 55,572 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2026 2025 Testing equipment $ 21,970 $ 20,581 Tooling equipment 38,433 26,528 Leasehold improvements 28,968 27,578 Computer and other equipment 9,337 8,141 Software 8,440 9,016 Furniture and fixtures 2,164 2,170 Corporate aircraft 65,807 65,807 Property and equipment, gross 175,119 159,821 Less: Accumulated depreciation and amortization ( 99,211 ) ( 86,326 ) Property and equipment, net $ 75,908 $ 73,495 The Company recorded depreciation and amortization expense of $ 18.0 million, $ 20.3 million and $ 17.7 million in fiscal 2026, 2025 and 2024, respectively. Other Long-term Assets Other long-term assets consisted of the following (in thousands): June 30, 2026 2025 Hong Kong tax deposit (1) $ 60,343 $ 60,270 Intangible assets, net (2)(3) 1,738 2,628 Other long-term assets 6,009 4,213 Total $ 68,090 $ 67,111 (1) The Company expects the deposits made with Hong Kong Inland Revenue Department ("IRD") to be refunded upon completion of the audit. See Note 13 to the consolidated financial statements for additional details regarding this ongoing tax audit. (2) Accumulated amortization was $ 8.5 million and $ 9.1 million for the years ending June 30, 2026 and June 30, 2025, respectively. (3) Amortization expense for intangible assets was $ 0.9 million, $ 1.6 million and $ 1.6 million for the years ended June 30, 2026, 2025 and 2024, respectively. The following table presents expected future intangible asset amortization as of June 30, 2026: Fiscal 2027 $ 252 Fiscal 2028 253 Fiscal 2029 245 Fiscal 2030 243 Fiscal 2031 223 Thereafter 522 Total future intangible asset amortization $ 1,738 Other Current Liabilities Other current liabilities consisted of the following (in thousands): June 30, 2026 2025 Deferred revenue — short term $ 55,323 $ 35,968 Accrued expenses 37,157 36,090 Lease liability — current 14,693 12,401 Warranty accrual 11,114 11,739 Accrued compensation and benefits 17,689 9,086 Customer deposits 1,202 2,817 Reserves for sales returns 3,828 3,005 Inventory received not billed 12,457 120,826 Other payables 30,182 23,840 Total $ 183,645 $ 255,772 Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): June 30, 2026 2025 Deferred revenue — long-term $ 40,874 $ 26,015 Total $ 40,874 $ 26,015 NOTE 7— ACCRUED WARRANTY Warranty obligations, included in other current liabilities, were as follows (in thousands): June 30, 2026 2025 Beginning balance $ 11,739 $ 10,825 Accruals for warranties issued during the period 13,618 15,208 Changes in liability for pre-existing warranties during the period ( 2,547 ) ( 1,702 ) Settlements made during the period ( 11,696 ) ( 12,592 ) Total $ 11,114 $ 11,739 NOTE 8— DEBT 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 71 Table of Contents 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 72 Table of Contents The Company’s debt consisted of the following (in thousands): June 30, 2026 2025 Term Loan Facility - short term $ — $ 250,000 Debt issuance costs, net — ( 443 ) Total Debt - short term — 249,557 NOTE 9— LEASES The Company has entered into agreements under which we lease various real estate spaces in North America, Europe and Asia Pacific, under non-cancellable leases that expire on various dates through fiscal 2037. Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. As of June 30, 2026, we included such options in determining the lease terms for certain of our leases as we were reasonably certain that we would exercise those options. Most of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs. The following table summarizes our lease costs for fiscal years ended June 30, 2026 and 2025 (in thousands): June 30, 2026 2025 Operating lease costs: Financial Statement Classification Fixed lease costs Operating expenses $ 13,821 $ 11,846 Fixed lease costs Cost of revenues 4,403 4,605 Variable lease costs Operating expenses 2,248 631 Variable lease costs Cost of revenues 674 907 Total lease costs $ 21,146 $ 17,989 The operating lease costs in the table above include costs for long-term and short-term leases. 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. For fiscal years June 30, 2026 and 2025, the cash paid for amounts associated with our operating lease liabilities were approximately $ 19.9 million and $ 17.8 million, respectively. Cash paid for amounts associated with the Company's operating lease liabilities were classified as operating activities in the consolidated statement of cash flows. The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of June 30, 2026: Fiscal 2027 $ 18,070 Fiscal 2028 15,129 Fiscal 2029 12,849 Fiscal 2030 11,582 Fiscal 2031 9,451 Thereafter 26,563 Total future fixed operating lease payments $ 93,644 Less: Imputed interest $ 13,683 Total operating lease liabilities $ 79,961 Weighted-average remaining lease term - operating leases 7 years Weighted-average discount rate - operating leases 4.8 % 73 Table of Contents NOTE 10— COMMITMENTS AND CONTINGENCIES Purchase Obligations We subcontract with third parties to manufacture our products and supply key components. As of June 30, 2026 we had $ 1,532.6 million of purchase commitments with these third parties. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2026. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties. In addition, we may be subject to additional purchase obligations to our contract manufacturers for supply agreements and components ordered by them based on manufacturing forecasts we provide them each month. Other Obligations As of June 30, 2026, the Company has other obligations of $ 6.2 million which consisted primarily of commitments related to research and development projects. Indemnification Obligations The Company enters into standard indemnification agreements with many of its business partners in the ordinary course of business. These agreements include provisions for indemnifying the business partner against any claim brought by a third-party to the extent any such claim alleges that a Company product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third-party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable and the Company has not incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements to date. Legal Matters The Company may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. 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. However, the Company’s estimates may be incorrect and the Company could ultimately incur more or less than the amounts initially recorded. The Company may also incur significant legal fees, which are expensed as incurred, in defending against these claims. The Company is not currently aware of any pending or threatened litigation that would have a material adverse effect on the Company’s financial statements. Intellectual Ventures I LLC v. Ubiquiti Inc. On August 8, 2023, Intellectual Ventures I LLC ( “ IV ” ) filed a patent infringement lawsuit against the Company in the District of Delaware, alleging that various Company products infringe United States Patent Number 8,594,122, which relates to 802.11ac “ Beamforming ” standards. IV seeks compensatory and enhanced damages, attorneys' fees and costs, and pre- and post-judgment interest. 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. 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. Patent Nos. 10,079,707; 10,917,272; 11,646,927; 11,777,776; 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. 74 Table of Contents 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. Patent Nos. 8,675,570; 8,260,213; 8,238,832; 8,270,343; 8,213,870; 8,644,765; 9,083,401; 10,200,096; 9,444,577; 8,265,573; 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. 75 Table of Contents NOTE 11— RELATED PARTY TRANSACTIONS AND CERTAIN OTHER TRANSACTIONS Mr. Robert J. Pera, our Chairman and Chief Executive Officer, is the controlling owner of the Memphis Grizzlies, a team in the National Basketball Association (the “Grizzlies”). From time to time, the Grizzlies purchase our products through our webstore, on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances. During fiscal 2026, we received approximately $ 467,000 from sales to the Grizzlies, inclusive of sales tax and shipping charges. Additionally, from time to time, the Grizzlies may participate in our product testing and marketing activities. 76 Table of Contents NOTE 12— SHARE-BASED COMPENSATION Share-Based Compensation Plans 2020 Equity Incentive Plan In December 2020, the Company's stockholders approved the Ubiquiti Inc. 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. 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 and Comprehensive Income for fiscal 2026, 2025 and 2024 (in thousands): Year ended June 30, 2026 2025 2024 Cost of revenues $ 277 $ 238 $ 159 Research and development 5,078 5,238 4,831 Sales, general and administrative 2,089 1,732 1,368 $ 7,444 $ 7,208 $ 6,358 Stock Options 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. The Company did no t grant any stock options during fiscal 2026, fiscal 2025, or fiscal 2024. Forfeiture rate The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. 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 The following table summarizes the activity of the RSUs made by the Company: 77 Table of Contents Number of Shares Weighted Average Grant Date Fair Value Non-vested RSUs, June 30, 2025 100,064 $ 209.90 RSUs granted 20,396 $ 527.47 RSUs vested ( 34,253 ) $ 217.36 RSUs forfeited ( 9,581 ) $ 221.80 Non-vested RSUs, June 30, 2026 76,626 $ 289.61 The intrinsic value of RSUs vested in fiscal 2026, 2025, and 2024 was $ 18.0 million, $ 9.2 million and $ 3.5 million, respectively. The total intrinsic value of all outstanding RSUs was $ 40.9 million as of June 30, 2026. As of June 30, 2026, there was unrecognized compensation costs related to RSUs of $ 15.9 million which the Company expects to recognize over a weighted average period of 3.3 years. NOTE 13— INCOME TAXES The components of income before provision for income taxes were as follows (in thousands): Year ended June 30, 2026 2025 2024 Domestic $ 1,114,353 $ 326,371 $ 149,523 Foreign 68,722 479,281 274,305 $ 1,183,075 $ 805,652 $ 423,828 The provision for income taxes consisted of the following (in thousands): Year ended June 30, 2026 2025 2024 Current Federal $ 206,040 $ 131,505 $ 67,870 State 37,226 21,906 8,019 Foreign 15,384 12,511 9,946 Current tax expense 258,650 165,922 85,835 Deferred Federal ( 31,020 ) ( 62,239 ) ( 7,110 ) State ( 3,950 ) ( 8,374 ) ( 627 ) Foreign ( 908 ) ( 1,579 ) ( 4,230 ) Deferred tax benefit (expense) ( 35,878 ) ( 72,192 ) ( 11,967 ) Provision for income taxes $ 222,772 $ 93,730 $ 73,868 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): 78 Table of Contents Year ended June 30, 2026 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, 2025 2024 Statutory rate 21.0 % 21.0 % Effect of foreign operations ( 5.0 ) ( 5.7 ) State tax expense 2.0 1.3 Share-based compensation 0.1 0.3 Subpart F income 0.2 0.4 Intangibles realignment ( 6.6 ) — Other permanent items ( 0.1 ) 0.1 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 Amount 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 $ 289,971 *There were no net payments made to any jurisdiction that exceeded 5% of the total income taxes paid. 79 Table of Contents Significant components of the Company's deferred tax assets and liabilities as of June 30, 2026 are as follows (in thousands): June 30, 2026 2025 Deferred tax assets Reserves and allowances $ 12,620 $ 10,182 Share-based compensation 508 501 Accrued expenses 912 792 Capitalized research expenditures 124,504 97,584 State tax 7,160 1,805 Investments 1,325 1,325 Lease liabilities 17,436 11,404 Other 23,073 17,804 Total deferred tax assets 187,538 141,397 Deferred tax liabilities Property and equipment ( 9,689 ) ( 9,509 ) Right of use assets ( 17,049 ) ( 11,052 ) Other liabilities ( 15,962 ) ( 11,877 ) Total deferred tax liabilities ( 42,700 ) ( 32,438 ) Valuation allowance ( 1,325 ) ( 1,325 ) Net deferred tax assets $ 143,513 $ 107,634 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): Year ended June 30, 2026 2025 Unrecognized benefit—beginning of year $ 34,740 $ 33,049 Gross increases—current year tax positions — 7,023 Gross decreases—prior year tax positions due to statute lapse ( 3,256 ) ( 5,332 ) Unrecognized benefit—end of year $ 31,484 $ 34,740 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 and Comprehensive Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. As of June 30, 2026 and 2025, the Company had $ 6.7 million and $ 5.5 million accrued interest related to uncertain tax matters, respectively. 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 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. In July 2018, the Company received a draft Notice of Proposed Adjustment (“Draft NOPA”) from the IRS proposing an adjustment to income for the fiscal 2015 and fiscal 2016 tax years based on its interpretation of certain obligations of the non-U.S. entities under the credit facility. This Draft NOPA was superseded by an Acknowledgement of Facts (“AOF”) issued to the Company by the IRS on January 17, 2020. The IRS in its AOF continued to propose an adjustment to the Company’s income for its fiscal 2015 and fiscal 2016 tax years based on the IRS’ interpretation of certain obligations of the Company’s foreign subsidiaries under the Company’s credit facilities. 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 80 Table of Contents 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 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. The Company continues to believe that its tax position filed with the IRS with regard to this matter is more likely than not to be sustained based on technical merits. However, there can be no assurance that this matter will be resolved in the Company’s favor. 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 and payable in future years 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 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 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 immaterial deposit amount covering the 2020 statutory tax year. The refundable deposits are included within other long-term assets on our Consolidated Balance Sheets. The Company expects the $ 60.3 million (net of foreign currency impact) of deposits made with the IRD to be refunded upon completion of the audit. 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”). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and changes to the U.S. taxation of profits derived from foreign operations. 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 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 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 and comprehensive income. Revenue The Company presents its revenue by product type in two primary categories: Service Provider Technology and Enterprise Technology. 81 Table of Contents Revenues by product type were as follows (in thousands, except percentages): Year ended June 30, 2026 2025 2024 Enterprise Technology $ 2,972,302 91 % $ 2,254,254 88 % $ 1,617,665 84 % Service Provider Technology 301,860 9 % 319,291 12 % 310,825 16 % Total revenues $ 3,274,162 100 % $ 2,573,545 100 % $ 1,928,490 100 % Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages): Year ended June 30, 2026 2025 2024 North America (1) $ 1,743,978 53 % $ 1,295,515 50 % $ 946,428 49 % Europe, the Middle East and Africa 1,179,174 36 % 999,384 39 % 740,113 38 % Asia Pacific 220,205 7 % 168,843 7 % 127,901 7 % South America 130,805 4 % 109,803 4 % 114,048 6 % Total revenues $ 3,274,162 100 % $ 2,573,545 100 % $ 1,928,490 100 % (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. 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 June 30, 2026 2025 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 Dividends 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. 82