UI 10-K & 10-Q changes, risk factors and insider trading

Our business, operations and financial results are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and the trading price of our common stock. This Annual Report on Form 10-K also contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to,include the risk factors set forth below. TheseWe operate in a competitive and rapidly changing environment and new risks andemerge uncertaintiesfrom aretime notto the only ones we face.time. If any event related to these known or unknown risks or uncertainties actually occurs, our business prospects, operating results, and financial condition could be materially adversely affected.

•our reliance on a limited number of suppliers andsuppliers, our inability to predict shortages in componentscomponents, price increases or other supply disruptions as a result of, including, without limitation, the military conflict between Russia and Ukraine, the escalating tensions between China and Taiwan, or our failure to identify or qualify alternative suppliers;

•a global economic downturn and adverse macroeconomic trends;

•changes in laws and regulations relating to the handling of personalprivacy, data security, data access, cybersecurity and data protection;

•the adverse impact to our results of operations from successful warranty and product liability claims, product losses or recalls;

•indemnification claims against us for intellectual property infringement, defective products, systems failures and security vulnerabilities;

Because of our limited visibility into end customer demand and channel inventory levels, our ability to accurately forecast our future sales is limited. We sell our products and solutions globally to network operators, service providers and consumers,customers, primarily through our network of distributors and resellers. We do not employ a traditional direct sales force. Sales to our distributors have accounted for the majority of our revenues. Our distributors do not make long term purchase commitments to us, and do not typically provide us with information about market demand for our products. We endeavor to obtain information on inventory levels and sales data from our distributors. This information has been generally difficult to obtain in a timely manner, and we cannot always be certain that the information is reliable. If we over forecast demand, we may build excess inventory, increase vendor deposits and we may not be able to decrease our expenses in time to offset any shortfall in revenues and we may be required to record write-downs for excess or obsolete inventory, which could harm our ability to achieve or sustain expected results of operations. If we under forecast demand, our ability to fulfill sales orders will be compromised and sales to distributors may be deferred or lost altogether, which may impair our distributor relationships, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations.

Weakness in orders, directly or indirectly, from the markets we serve, including as a result of any slowdown in capital expenditures by the markets we serve (which may be more prevalent during a global economic downturn, or periods of economic, political or regulatory uncertainty), could have a material adverse effect on our business, results of operations, liquidity and financial condition. Such slowdowns may continue or recur in future periods. Orders from the markets we serve could decline for many reasons other than the competitiveness of our products and services within their respective markets. These conditions have harmed our business and results of operations in the past, and some of these or other conditions in the markets we serve could affect our business and results of operations, liquidity or financial condition in any future period of such slowdowns.

The market for our wireless broadband networking equipment is characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. The markets for enterprise networking equipment and consumerother products possess similar characteristics of rapid technological updates, evolving industry standards, frequent changes in consumercustomer preferences, frequent new product introductions and short and unpredictable product life cycles. Our ability to keep pace in these markets depends upon our ability to enhance our current products, and to continue to develop and introduce new products rapidly and at competitive prices. The success of new product introductions or updates on existing products depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, development of sales channels, our ability to manage the risks associated with new product forecast, production ramp-up, the effective management of our inventory and manufacturing schedule and the risk that new products may have defects or other deficiencies in the early stages of introduction.

The development of our products is complex and costly, and we typically have several products in development at the same time. Given the complexity, we occasionally have experienced, and could experience in the future, lower than expected yields on new or enhanced products and delays in completing the development and introduction of new products and enhancements to existing products, including the maintenance of compatibility between older and newer versions of our products. In addition, new products may have lower selling prices or higher costs than existing products and may be more prone to technical problems,problems and expose us to additional liabilities, which could negatively impact our results of operations. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering staff, to successfully innovate, and to adapt to technological changes and advances in the industry. Development and delivery schedules for our products are difficult to predict. We may fail to introduce new products or enhancements to existing products in a timely fashion. If new releases of our products are delayed, our distributors may curtail their efforts to market and promote our products and our users may switch to competing products.

The networking, enterprise WLAN, routing, switching, video surveillance, door access, VoIP, wireless backhaul, machine-to-machine communications and consumeralarm monitoring markets in which we primarily compete are highly competitive and are influenced by competitive factors including:

As we move into new markets for different types of products, our brand may not be as well-known as the incumbents’ brands in those markets. Potential customers may prefer to purchase from their existing suppliers or well-known brands rather than a new supplier, regardless of product performance or features. We expect increased competition from other established and emerging companies as our market continues to develop and expand. As we enter new markets, we expect to face competition from incumbent and new market participants and there is no assurance that our entry into new markets will be successful. Many of these companies have significantly greater financial, technical, marketing, distribution and other resources than we do and are better positioned to acquire and offer complementary products and technologies.

Industry consolidation, acquisitions and other arrangements among competitors may adversely affect our competitiveness because it may be more difficult to compete with entities that have access to their combined resources. As a result of such consolidation, acquisition or other arrangements, our current and potential competitors might be able to adapt more quickly to new technologies and consumercustomer preference, devote greater resources to the marketing and promotion of their products, initiate or withstand price competition, and take advantage of acquisitions or other opportunities more readily and develop and expand their products more quickly than we do. These combinations may also affect customers’ perceptions regarding the viability of companies of our size and, consequently, affect their willingness to purchase our products.

Our products may contain defects and bugs when they are introduced, or as new versions are released. Due to our rapid product introductions, defects and bugs that may be contained in our products may not yet have manifested. We have in the past experienced, and may in the future experience, defects and bugs. If any of our products contain material defects or bugs, or have reliability, quality or compatibility problems, we may not be able to correct these problems promptly or successfully. The existence of defects or bugs in our products may damage our reputation and disrupt our sales. If any of these problems are not found until after we have commenced commercial production and distribution of a new product, we may be required to incur additional development costs, repair or replacement costs, and other costs relating to regulatory proceedings, product recalls and litigation, which could harm our reputation and results of operations. Undetected defects or bugs may lead to negative online Internet reviews of our products, which are increasingly becoming a significant factor in the success of our new product launches. If we are unable to quickly respond to negative reviews, including end user reviews posted on various prominent online retailers, our ability to sell these products will be harmed. Moreover, we may offer stock rotation rights to our distributors. If we experience greater returns from retailers or end customers, or greater warranty claims, in excess of our reserves, our business, revenue and results of operations could be harmed.

The quality and performance of some of our products and services may depend upon their ability to withstand cyber-attacks. Third parties may develop and deploy viruses, worms and other malicious software programs, some of which may be designed to attack our products, systems, or networks. Because we use our products in our own operations, any security vulnerabilities in our products could be disruptive to our business and harm our reputation. Some of our products and services also involve the storage and transmission of users’ and customers’ proprietary information which may be the target of cyber-attacks. Hardware and software that we produce or procure from third parties also may contain manufacturing or design defects, including bugs and other problems, which could compromise their ability to withstand cyber-attacks. In addition, customersend users not deploying security updates in a timely manner or deciding not to upgrade products, services or solutions could result in claims of liability against us, damage our reputation or otherwise materially harm our business. Even when we prioritize a security vulnerability, it could take time for us to develop a remedy and the remedy may ultimately be insufficient to fully fix the issue. Security vulnerabilities can persist even after we have issued security updates if we have not identified and addressed the root cause of a particular vulnerability, if customersend users have not installed the most recent updates, if the attackers exploited the vulnerabilities before a security update is applied to install additional malware to further compromise customers’end users’ systems, or if a previously patched vulnerability is inadvertently reintroduced during future development. Furthermore, the emergence and maturation of AI capabilities designed to circumvent controls, avoid detection and remove or obfuscate forensic evidence, and the utilization of these techniques by attackers, has led to new and more effective methods of cyber-attacks.

AlthoughAdditionally, our sales to end users through our webstores have increased, which may expose us to liabilities associated with the online collection of customer data, including credit card information, and the costs we may incur to mitigate such risks. In addition, certain of our security products require us to collect video, images, sensor and location data as well as audio recordings of telephone calls and personally identifiable information such as names, addresses and phone numbers. Such webstore sales and personal data collection require us to transmit this confidential information securely over public networks. Third parties may have the technology or knowledge to breach the security of customer transaction data. Although we, our service providers and third parties whose systems are interconnected with ours have security measures related to our systems and the privacy of our end customers, we cannot guarantee these measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. Any person who circumvents our security measures could destroy or steal valuable information and/or disrupt our operations. Any security breach could also expose us and our service providers to risks of data loss, litigation and liability, and could seriously disrupt operations and harm our reputation, any of which could adversely affect our financial condition and results of operations. In addition, state and federal laws and regulations are increasingly enacted to protect consumerscustomers against identity theft. These laws and regulations will likely increase the costs of doing business and if we or our service providers fail to implement appropriate security measures, or to detect and provide prompt notice of unauthorized access as required by some of these laws and regulations, we could be subject to potential claims for damages and other remedies, which could adversely affect our business and results of operations. For additional information regarding the impact of privacy regulations applicable to our business, see “—Risks Related to Regulatory, Legal and Tax Matters — Our failure to comply with U.S. and foreign laws related to privacy, data security, cybersecurity and data protection, such as the E.U.General Data Protection DirectiveRegulations and China Cybersecurity Law, could adversely affect our financial condition, results of operations, and our brand.”

We and certain of our vendors and third parties whose systems are interconnected with ours have experienced cyber-attacks in the past, and we, our vendors, suppliers, distributors and distributorsother commercial partners may experience cyber-attacks in the future. As a result, unauthorized parties have obtained, and may in the future obtain, access to our systems, our confidential business information and data and may have obtained, and may in the future obtain, our end users’ or commercial customers’ data. Our security measures have in the past, and may in the future, be breached due to human error, malfeasance, or otherwise. Third parties may also attempt to induce employees, users, or customers or those of our vendors to disclose sensitive information in order to gain access to our data or our end users’ or commercial customers’ data. Any such breach or unauthorized access could result in significant legal and financial exposure, costly and time-intensive notice requirements or other remediation efforts, damage to our reputation, and a loss of confidence in the security of our products and services. Any such breach or unauthorized access could also lead customers to customers stop using our products and services, deter new customers from using our products and services, and otherwise negatively impact our ability to grow and operate our business. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

Maintaining and enhancing our brand is critical to expanding our base of distributors and end customers.users. Maintaining and enhancing our brand will depend largely on our ability to continue to develop and provide products and solutions that address the price performance characteristics sought by endour customers and the end users of our products and services, particularly in developing markets which comprise a significant part of our business. If we fail to promote, maintain and protect our brand successfully, our ability to sustain and expand our business and enter new markets will suffer.

Over the past several years we have expanded, and continue to expand, our product offerings, the number of business partners we engage with, the number of customers we sell to, our transaction volumes, the number and type of our facilities, and the number of contract manufacturers that we utilize to produce our products. Failure to effectively manage the increased complexity associated with this expansion, particularly in light of our lean management structure, would make it difficult to conduct our business, fulfill customer orders, and pursue our strategies. We may also need to increase costs to add personnel, upgrade or replace our existing reporting systems, as well as improve our business processes and controls as a result of thesethis changes.expansion. If we fail to effectively manage any of these challenges, we could suffer inefficiencies, errors and disruptions in our business, which in turn would adversely affect our results of operations.

Additionally, from time to time, unexpected events, such as health crises or pandemics, have had, and may have in the future, adverse effects on the ability of our contract manufacturers to fulfill their obligations to us due to, among other things, work stoppages or slowdowns due to facility closures or other social distancing mitigation efforts, and the inability of our contract manufacturers to procure adequate supplies of the components to manufacture our products. A shortage of adequate component supply or manufacturing capacity could increase our costs by requiring us to use alternative contract manufacturers or component suppliers, which may not be available to us on acceptable terms, if at all. Moreover, our use of chipsets from different or multiple sources may require us to significantly modify our designs and manufacturing processes to accommodate these different chipsets, which would also increase our manufacturing costs and could delay our ability to manufacture products and result in decreased sales of our products. These increases in manufacturing costs or delays in manufacturing could have a material adverse impact on our business and results of operations. For additional discussion of the risks associated with supply chain issues or supplies of components, see the risk factor below captioned “We rely upon a limited number of suppliers. If these sources fail to satisfy our supply requirements or we are unable to manage our supply requirements through other sources, it could disrupt our business or have a material adverse effect on our results of operations and financial condition.”

We use components that are subject to price fluctuations, shortages or interruptions of supply. The cost, quality and availability of these components are essential to the production and sale of all of our productsproducts. and disruptionsDisruptions in ourthe supply of these components could delay or disrupt the supply of our productsproducts, increase our costs and affect our business, results of operations and financial condition. InFor example, in 2020 and through most of 2023, we experienced reduced availability of components used to manufacture our products, especially the chipsets, which impacted our ability and costs to manufacture our products. These supply shortages have resulted in increased component delivery lead times and increased costs to obtain components, particularly chipsets, and resulted in delays in product production. We do not stockpile sufficient components, particularly the chipsets, to cover the time it would take to re-engineer our products to replace the components used to manufacture our products. If there are shortages of chipsets or other components used to manufacture our products, while we expect to work closely with our suppliers and contract manufacturers to minimize the potential adverse impacts of such supply shortage, there are many companies seeking to purchase the same components, many of which have greater resources and larger market share than we have, which may limit the effectiveness of our efforts.efforts to minimize the potential adverse impacts of such supply shortages. There is also no assurance that we will be able to obtain sufficient chipsets or other components on acceptable terms, if at all, which could delay or disrupt the supply of our products and affect our business, results of operations and financial condition.

We purchase components, directly or through our contract manufacturers, from third parties that are necessary for the manufacture of our products. Shortages in the supply of components or other supply disruptions, including, without limitation, due to increasing demand for electronics and reductions in supply as a result of unforeseen events such as health crises or pandemics, tariffs and other trade barriers, economic sanctions, geopolitical conditions (including China-Taiwan relations) or commercial disputes with the suppliers, may not be predicted in time to design-in different components or qualify other suppliers. Shortages or supply disruptions may also increase the prices of components due to market conditions and reduce our gross margin and profitability if we are unable to pass these price increases through to our customers. While many components are generally available from a variety of sources, we and our contract manufacturers currently depend on a single or limited number of suppliers for several components for our products. For example, we currently rely upon some chipset suppliers, such as Qualcomm and Broadcom, as single-source suppliers of certain components for some of our products, and a disruption in the supply of those components would significantly disrupt our business.

The manufacturing or shipping of our products at one or more facilities may be disrupted because our manufacturing and logistics contractors are primarily located in Vietnam and China. Our principal executive offices are located in New York, New York and we have operations in Ukraine, Taiwan and their surrounding countries. The risks of earthquakes, extreme storms and other natural disasters (including as a result of climate change), military conflicts or geopolitical tensions in these geographic areas are significant. In addition, global climate change may result in significant natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storm, sea-level rise, changing precipitation and flooding. Any disruption resulting from these events could cause significant delays in product development or shipments of our products until we are able to shift our development, manufacturing or logistics centers from the affected contractor to another vendor, or shift the affected administrative or research and development activities to another location. Our business may be materially adversely affected by public health problems, particularly in China. For example, in the last decade, China has suffered health crises related to the outbreak of avian influenza, severe acute respiratory syndrome and COVID-19. The COVID-19 pandemic, the military conflict between Russia and Ukraine, the escalating tensions between China and Taiwan and resulting global disruptions have caused significant volatility in financial markets and the domestic and global economy. This disruption can contribute to potential payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the availability of financing credit as well as other segments of the credit markets. Public health problems may also result in quarantines, business closures, unavailability of key personnel, domestic and international transportation restrictions, import and export complications, and otherwise cause shortages in the supply of components or cause other disruptions within our supply chain. Public health problems have caused and, along with the military conflict between Russia and Ukraine and the escalating tensions between China and Taiwan, may cause in the future disruptions, delays, shortages, and increased costs within our supply chain, and distribution channels. In addition, public health problems may require us to take precautionary measures to minimize the risk to our employees, including requiring our employees to work remotely and suspending non-essential travel, which could negatively affect our business. Additionally, when our suppliers’ ability to manufacture or provide key components or services is impacted by supply chain disruptions, we have incurred, and may incur in the future, additional costs to expedite deliveries of components and services. As a result of the transition to a remote working environment, we may experience disruptions or inefficiencies in our ability to operate our business. The continuation of these remote working measures also introduces additional operational risk, including increased cybersecurity risk. These cybersecurity risks include greater phishing, social engineering, malware, ransomware and other cybersecurity attacks, greater risk of a security breach resulting in the unauthorized release, destruction or misuse of valuable information, and potential impairment of our ability to perform critical functions, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations, which could materially and adversely affect our business, financial condition or results of operations. Public health problems may expose us to unanticipated liability or require us to change our business practices in a manner materially adverse to our business, results of operations and financial condition. In addition, the outbreak of communicable diseases could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of many countries which may affect the demand for our products and services and our ability to obtain financing for our business. The extent to which public health problems may impact our business, results of operations and financial conditions will depend on developments that are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the public health problems, the severity of the public health problems, the duration of the outbreak and the type and duration of actions that may be taken by various governmental authorities in response to the outbreak and the impact on the U.S. and the global economy. An outbreak of public health problems, or the perception that such an outbreak could occur, and the measures taken by the government of countries affected, could adversely affect our business, results of operations, liquidity and financial condition.

General global economic downturns and macroeconomic trends, including inflation or slowed economic growth, may negatively affect our customers and their ability to purchase our products. A downturn or such other trends may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our ability to collect accounts receivable and recognize revenue.

Inflation in the United States and the other countries that we operate has decreasedremained fromvolatile itsand previoushas elevatedshown level,recent however,signs itof is uncertain whether inflation will continue to decrease or whether it may rise again.acceleration. Rising inflation could have an adverse impact on our expenses. Our costs are subject to fluctuations, including due to the costs of raw materials, labor, tariffs, transportation and energy. Therefore, our business results depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. Failure to manage these fluctuations could adversely impact our results of operations or financial conditions. These risks may be exacerbated by changes in global tariff policies and escalating global trade tensions, which pose uncertainties for supply chains, material costs and consumercustomer demand.

Unfavorable macroeconomic conditions, such as a recession, increasing tariffs, uncertainty over global trade policies, or continued slowed economic growth, may negatively affect demand for our products and exacerbate some of the other risks that affect our business, results of operations and financial condition. Factors affecting the level of consumercustomer spending include general market conditions, macroeconomic conditions, fluctuations in foreign exchange rates and interest rates, and other factors such as consumercustomer confidence, the availability and cost of consumercustomer credit, levels of unemployment and tax rates. A tighter credit market for consumer,customer, business, and service provider spending may have several adverse effects, including reduced demand for our products, increased price competition or deferment of purchases and orders by our customers. If global economic conditions are volatile or if economic conditions deteriorate, the consumercustomer demand for our products may not reach our sales targets. Additional effects of unfavorable macroeconomic conditions may include increased demand for customer finance, difficulties in collection of accounts receivable, higher overhead costs as a percentage of revenue and higher interest expense, risk of supply constraints, risk of excess and obsolete inventories, risk of excess facilities and manufacturing capacity and increased risk of counterparty failures. Our sensitivity to economic cycles and any related fluctuation in consumercustomer demand could adversely affect our business, financial condition and results of operations.

We believe that we must continually develop and introduce new products, enhance our existing products, effectively stimulate customer demand for new and upgraded products, and successfully manage the transition to these new and upgraded products to maintain or increase our revenue. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful research and development, pricing, market and consumercustomer acceptance, the effective forecasting and management of product demand, purchase commitments, inventory levels and vendor deposit levels, the availability of products in appropriate quantities to meet anticipated demand, the management of manufacturing and supply costs, the management of risks associated with new product production ramp-up issues, and the risk that new products may have quality issues or other defects or bugs in the early stages of introduction. Therefore, we may not correctly determine in advance the ultimate effect of new product introductions and transitions. Additionally, if the assumptions on which we based our forecasts and management of product demand, purchase commitments, inventory levels or vendor deposit levels turn out to be incorrect, our financial performance could suffer and we could be required to write-off the value of excess products or components inventory, increase the vendor deposit levels, or not fully utilize firm purchase commitments.

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. Bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. For example, on March 10, 2023, Silicon Valley Bank, in which we did not have deposits at the time, failed and was taken into receivership by the FDIC. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.

Our reputation and/or business could be negatively impacted by ESGsustainability matters and/or our reporting of such matters.

There is an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social, and governance (ESG)sustainability matters, both in the United States and internationally. ESG-relatedSustainability-related initiatives, goals, and/or commitments such as those regarding environmental matters, responsible sourcing and social investments, and other matters, could be difficult to achieve and costly to implement. The achievement of any goals that we may announce may rely on the accuracy of our estimates and assumptions supporting those goals. We could fail to achieve, or be perceived to fail to achieve, sustainability-related initiatives, goals or commitments that we might set, and the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them may not be acceptable to the regulators or stakeholders, including our shareholders. Our actual or perceived failure to adopt or achieve any sustainability-related

assumptions supporting those goals. We could fail to achieve, or be perceived to fail to achieve, ESG-related initiatives, goals or commitments that we might set, and the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them may not be acceptable to the regulators or stakeholders, including our shareholders. Our actual or perceived failure to adopt or achieve any ESG-related initiatives, goals, or commitments that we make could negatively impact our reputation or otherwise materially harm our business. At the same time, “anti-ESG” sentiment has recently gained momentum with a number of stakeholders, government entities, regulators and lawmakers. The proposal or enactment of anti-ESG legislation, regulation, policies and enforcement priorities may result in increased scrutiny, reputational risk, lawsuits or market access restrictions.

•tariffs, the threat of new or increased tariffs, and escalatingongoing trade tensions and related uncertainty;

•stringent consumercustomer protection and product compliance regulations that are costly to comply with and may vary from country to country;

Geopolitical uncertainties and events could cause damage or disruption to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, logistics providers, manufacturing vendors and customers, including our distributors and other channel partners. For example, escalatingongoing tensions between the U.S., China and other countries have resulted in, and may result in the future, further changes in laws or regulations that will affect our ability and/or increase our costs to manufacture and sell our products. Recently, the U.S. government has altered its approach to international trade policy and in some case renegotiated, or potentially terminated, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. The current U.S. administration has imposed significant increases to tariffs on goods imported into the U.S., including from China and Vietnam, and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture additional countries andcountries, types of goods.goods and bases for such tariffs. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. While the U.S. administration has negotiated tariff rates with several countries, the negotiation with many countries is ongoing. Due to the numerous executiveactions orders,by the current U.S. administration, the overall determination of duties on imports has become complex. TheFurther, recent judicial rulings have introduced significant additional uncertainty regarding the legal basis for U.S. tariff policy. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs andpreviously relatedimposed policyunder changesthe haveInternational significantlyEmergency affectedEconomic ourPowers business,Act financial(“IEEPA”) conditionbut and results of operations, and we maydid not beaddress ablepotential to planrefunds for alternativetariffs sourcespaid for our supply chain and manufacturing operations or effectively mitigate the adverse impacts from such measures. Additional trade restrictions could be adopted with little to no advance notice, which could further increase the cost of our products, disrupt our supply chain, reduce the demand for our products, and impair our ability to effectively operate and compete in the countries where we do business. We are closely monitoring this evolving situation but there can be no assurance that we will be able to mitigate the impacts of any trade measures, which could be material to our operating results or harm our competitive position.under

We develop technology platforms for high-capacity distributed Internetinternet access, unified information technology,for secure and consumereasily electronicsmanaged network infrastructure, connected sensors, cameras, access devices, appliances and other endpoint devices for professional,enterprises, homeindustrial and personalservice-provider use.environments. We categorize our solutions into threetwo main categories: high performance networking technology for enterprises,enterprises and service providers and consumers.providers. We target the enterprise and service provider markets through our highly engaged community of service providers, distributors, value added resellers, webstores, systems integrators and corporate IT professionals, which we refer to as the Ubiquiti Community. We target consumers through digital marketing, including through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community.

We offer a broad and expanding portfolio of networking products and solutions for operator-owners of wireless internet services (“WISPs”), enterprises and smart homes. Our operator-owner service-provider-product platforms provide carrier-class network infrastructure for fixed wireless broadband, wireless backhaul systems and routing and the related software for WISPs to easily control, track and bill their customers. Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other complimentarycomplementary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface. Our consumer products are targeted to the smart home and highly connected consumers. We believe that our products are differentiated due to our proprietary software, firmware expertise, and hardware design capabilities.

Tariff and Trade Tensions – Recently, theThe U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties,countries, including Vietnam. The U.SU.S. government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. Further, recent judicial rulings have nullified certain tariffs imposed by the Trump administration. In addition, the U.S. government maycontinues into theimpose futurenew proposetariffs and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and will significantly increase our product costs. For so long as such tariffs are in effect, we expect itsuch tariffs and related trade policy uncertainty will continue to affect our product costs, operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part I—Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

Supply Constraints and Risks – We have experienced in the past, and are currently experiencing volatility in the supply of components used to manufacture our products. This volatility has resulted in supply constraints and corresponding increases in component delivery lead times and costs to obtain components, and resulted in delays in product production. Our efforts to mitigate these supply constraints have included, for example, increasing our inventory build in an attempt to secure supply and meet customer demand, paying higher component and shipping costs to secure supply and modifying our product designs to leverage alternate suppliers. Although these mitigation efforts are intended to optimize our access to the components required to meet customer demand for our products, we have limited visibility into future sales, which makes it difficult to forecast our future results of operations. These mitigation efforts have caused our inventory and vendor deposit balances to increase in the past, and they may cause such increases in the future. These mitigation efforts therefore significantly increase the risks of future material excess, obsolete inventory and related losses. We believe that we have taken the right actions to mitigate these supply constraints; however, we recognize the associated risks.

Russia-Ukraine Military Conflict - We are monitoring the ongoing military conflict between Russia and Ukraine, escalatingassociated tensions in surrounding countries, and associated economic sanctions. While the impact on our operations in Ukraine and its surrounding countries has not been material to our business or results of operations as of the date hereof, the full impact of the military conflict on our business and results of operations remains uncertain. The extent to which the conflict may impact our business or results of operations in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, as well as its impact on surrounding countries, including its impact on our operations in Ukraine and its surrounding countries, and its impact on global supply chains. Refer to “Part I – Item IA. Risk Factors” for a discussion of these factors and other risks.

We operate our business as one reportable and operating segment. Further information regarding Segmentsthe segment can be found in Note 13,14, "Segment Information, Revenues by Geography and Significant Customers," to our Consolidated Financial Statements. Our revenues are derived principally from the sale of networking hardware. Because we have historically included implied post-contract customer support (“PCS”) free of charge in many of our arrangements, we attribute a portion of our revenues to this implied PCS.

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

•Service Provider Technology includes our airMAX, UISP, EdgeMAX, UFiber, Wave, GPON and airFiber platforms, as well as embedded radio products and other 802.11 standard products including base stations, radios, backhaul equipment and CPE.customer premise equipment (“CPE”)

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors,distributors and, to a lesser extent,and through direct sales through our webstores. Sales to distributors accounted for 56%55% and 62%56% of our revenues during the years ended June 30, 20252026 and 2024,2025, respectively. Webstore sales accounted for 44%45% and 38%44% of our revenues during the years ended June 30, 20252026 and 2024,2025, respectively.

We currently operate warehouses located in the U.S., Europe and Asia Pacific. In addition, we outsource other logistics warehousing and order fulfillment functions located in VietnamVietnam, Panama and to a lesser extent in other countries. We also evaluate and utilize other vendors for various portions of our supply chain from time to time. Our operations organization consists of employees and consultants engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering.

Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, target end markets for our products, channel inventory levels, tariffs, and trade disputes pricing due to competitive pressure, production costs and global demand for electronic components. Although we procure and sell our products mostly in U.S. dollars, our contract manufacturers incur many costs, including labor costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract manufacturers, they may try to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Recently,Recent thechanges in U.S. governmenttrade haspolicy issuedhave severalresulted executive orders imposingin significant tariffs on imports from China, and tariffs on most imports from other counties,countries, including Vietnam. The U.S government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. In addition, the U.S. government has recently and may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and we expect will continue to significantly increase our product costs. For so long as such tariffs are in effect, we expect itsuch tariffs, and related trade policy uncertainty will continue to affect our operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part I — Item 1A. Risk Factors — Risks Related to Our International Operations — Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

•Research and development expenses consist primarily of salary and benefit expenses, including share-based compensation, for employees and costs for contractors engaged in research, design and development activities, as well as costs for prototypes, licensed or purchased intellectual property, facilitiesproperty and travel.facilities. Over time, we expect our research and development costs to increase as we continue making significant investments in developing new products in addition to new versions of our existing products.

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. We are directly responsible for fulfilling the performance obligations in contracts with customers and do not rely on another party to fulfill our promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling prices of the promised products or services underlying each performance obligation.

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statement of operations.operations and comprehensive income. Accrued interest and penalties are included on the related tax liability line in the consolidatedConsolidated balanceBalance sheet.Sheets.

Total revenues increased $645.1$700.6 million, or 33.4%,27%, from $1,928.5 million in fiscal 2024 to $2,573.5 million in fiscal 2025.2025 to $3,274.2 million in fiscal 2026. The increase in revenue was driven by an increase in revenue from both our Enterprise Technology platform and,offset toin part by a lesserdecrease extent,in revenue from our Service Provider Technology platform. We experienced an increase in both direct sales through our webstores as well as sales through distributors during fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025.

Enterprise Technology revenues increased $636.6$718.0 million, or 39.4%,32%, from $1,617.7 million in fiscal 2024 to $2,254.3 million in fiscal 2025,2025 to $2,972.3 million in fiscal 2026, primarily due to increase in revenue from our Enterprise Technology platform in all regions except South America.regions.

Service Provider Technology revenues increaseddecreased $8.5$17.4 million, or 2.7%,5%, from $310.8 million in fiscal 2024 to $319.3 million in fiscal 2025,2025 to $301.9 million in fiscal 2026, primarily due to increasedecrease in revenue in our Service Provider Technology platform inacross theall Europe,regions theexcept MiddleNorth EastAmerica and AfricaAsia region, partially offset by declines in all other regions.Pacific.

We have determined the geographical distribution of our product revenues based on our customers’ ship-to destinations. A majority of our sales are to distributors who either sell to resellers or directly to end customers, who may be located in different countries than the initial ship-to destination. The following are our revenues by geography for fiscal 2025 and fiscal 2024:

Revenues in North America increased $349.1$448.5 million, or 36.9%,35%, from $946.4 million in fiscal 2024 to $1,295.5 million in fiscal 2025.2025 to $1,744.0 million in fiscal 2026. The year-over-year increase was due to increased revenue from both our Enterprise Technology products,products offset in part by decreased revenue fromand our Service Provider Technology products.

Revenues in EMEA increased $259.3$179.8 million, or 35.0%,18%, from $740.1 million in fiscal 2024 to $999.4 million in fiscal 2025.2025 to $1179.2 million in fiscal 2026. The year-over-year increase was due to increased revenue from both our Enterprise Technology productsproducts, andoffset in part by a decline in revenues from our Service Provider Technology products.

Revenues in the Asia Pacific region increased $40.9$51.4 million, or 32.0%,30%, from $127.9 million in fiscal 2024 to $168.8 million in fiscal 2025.2025 to $220.2 million in fiscal 2026. The year-over-year increase was due to increased revenue from both our Enterprise Technology products,products offset in part by decreased revenue fromand our Service Provider Technology products.

Revenues in South America decreasedincreased $4.2$21.0 million, or 3.7%,19%, from $114.0 million in fiscal 2024 to $109.8 million in fiscal 2025.2025 to $130.8 million in fiscal 2026. The year-over-year decreaseincrease was due to decreasedincreased revenue from both our Enterprise Technology productsproducts, andoffset in part by a decline in revenues from our Service Provider Technology products.

Gross profit margin increased to 43.4%46% in fiscal 20252026 from 38.4%43% in fiscal 2024.2025. The increase in gross profit margin for fiscal 20252026 as compared to fiscal 20242025 was primarily driven by favorable product mix, and as a percentage of revenue, lower excess and obsolete inventory charges and lowerother indirect operating expenses, partiallycosts, offset in part by higher tariffs.tariff costs.

R&D expenses increased $9.9$34.5 million, or 6.2%,20%, from $159.8 million in fiscal 2024 to $169.7 million in fiscal 2025.2025 to $204.2 million in fiscal 2026. As a percentage of revenues, R&D expenses decreased from 8% in fiscal 2024 to 7% in fiscal 2025.2025 to 6% in fiscal 2026. The increase in R&D expenses for fiscal 20252026 compared to fiscal 20242025 was primarily driven by higher employee-related expensesexpenses, andprototype-related higherexpenses, depreciationfacility costs and software expenses, partiallyoffset offsetin part by lower prototype-related expensesdepreciation.

Sales, general and administrative (“SG&A”) expenses increased $30.5$10.3 million, or 37.7%,9%, from $81.0 million in fiscal 2024 to $111.5 million in fiscal 2025.2025 to $121.8 million in fiscal 2026. As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 20242025 and 2025.2026. The increase in SG&A expensescosts for fiscal 20252026 compared to fiscal 20242025 was primarily drivenattributable byto higher credit card processing fees arisingassociated fromwith incremental webstore sales, higher professional fees, marketing expenses, employee-related expenses and software expenses, offset by lower reserves taken against accounts receivable and higher employee-related expenses, marketing expenses and professional fees.receivables.

Interest expense and other, net ("I&O") expenses decreased $44.6$28.3 million, or 59.3%,92%, from $75.2 million in fiscal 2024 to $30.6 million in fiscal 2025.2025 Asto a$2.4 percentage of Revenue, I&O expense decreased from 4%million in fiscal 2024 to 1% in fiscal 2025.2026. The decreasedecline in I&O expense for fiscal 2025 as2026 compared to fiscal 20242025 was primarily driven by lower interest expense driven by a decrease in borrowingsoutstanding anddebt, lower interest rates.rates and higher interest income on invested cash, offset in part by higher foreign exchange losses.

Our provision for income taxes increased by 26.9%138% from $73.9 million for fiscal 2024 to $93.7 million for fiscal 2025.2025 to $222.8 million for fiscal 2026. Our effective tax rate decreasedincreased to 11.6%18.8% in fiscal 20252026 as compared to 17.4%11.6% for fiscal 2024.2025. During the fourth quarter of fiscal 2025, the Company transferred certain intangible properties held by our foreign subsidiaries to the U.S. A corresponding amount of $53.7 million of R&D expenditures is nowwas recognized as a U.SU.S. deferred tax asset and, pursuant to GAAP, immediately recognized in the fourth quarter of fiscal 2025. The change in effective tax rates for fiscal 20252026 as compared to fiscal 20242025 was primarily driven by a one-time deferred tax benefit of $53.7 million arising from this transaction and changes in the mix of the income earned in various tax jurisdictions.

Pursuant to Regulation S-K itemItem 303, a detailed review of our fiscal 20242025 performance compared to our fiscal 20232024 performance is incorporated by reference from Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 20242025 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations,”, filed with the SEC on August 23,22, 2024.2025.

Our principal sources of liquidity are cash and cash equivalents, short term investments, cash generated by operations and the availability of additional funds under the Facilities2026 Revolving Facility (as defined hereinbelow). WeThe hadfollowing summarizes our cash and cash equivalents of $149.7 million and $126.3investments million(in at June 30, 2025 and 2024, respectively.thousands):

For fiscal 20252026, the net cash provided by operating activities was $640.0$928.7 million, primarily due to net income of $711.9$960.3 million, and the benefit of decreasingan vendorincrease depositsin accounts payable and accrued liabilities of $64.2$172.1 million and non-cash adjustments of $1.9 million. These cash inflows were partially offset by net cash outflows arising from other changes in operating assets and liabilities of $123.5 million and non-cash adjustments of $12.5$205.6 million. This net change in operating assets and liabilities consisted primarily of a $219.9$109.5 million increase in inventories, a $86.9 million increase in accounts$57.2

million increase in accounts receivable, a $16.3$29.5 million increase in vendor deposits, a $13.0 million increase in prepaid expenses and other assets, and a $10.8$30.7 million decrease in income taxes payable, partially offset by a $180.3 million increase in accounts payable and accrued liabilities and $30.1$34.2 million increase in deferred revenues.

For fiscal 20242025 the net cash provided by operating activities was $541.5$640.0 million, primarily due to net income of $350.0$711.9 million, and the benefit of decreasing inventoriesvendor by $250.7 million and non-cash adjustmentsdeposits of $59.5$64.2 million. These cash inflows were partially offset by net cash outflows arising from other changes in operating assets and liabilities thatof resulted$123.5 inmillion netand cashnon-cash outflowsadjustments of $118.6$12.5 million. This net change in operating assets and liabilities consisted primarily of a $219.9 million increase in inventories, an $86.9 million increase in accounts receivable, a $16.3 million increase in prepaid expenses and other assets, a $10.8 million decrease in income taxes payable, partially offset by a $180.3 million increase in accounts payable and accrued liabilities and $30.1 million increase in deferred revenues.

We used $604.1$446.8 million of cash in financing activities during fiscal 2025,2026, which primarily consisted of repayments of debt and payment of common stock dividends. During fiscal 2025,2026, we repaid $175.0 million on our Revolving Facility, net of borrowings, $283.1$250.0 million on our Term Loan Facilities,Facility (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements), and paid $145.2$193.6 million for dividends on our common stock. See Note 78 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities.Facilities (as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements).

We hadused $604.1 million of cash outflows of $518.0 million fromin financing activities during fiscal 20242025, which primarily consisted of repayments of debt and payment of common stock dividends. During fiscal 2024,2025, we repaid $215.0$175.0 million on our Revolving Facility,Facility $157.5(as defined in Note 8, Debt of the Notes to our Consolidated Financial Statements), net of borrowings, $283.1 million on our Term Loan Facilities,Facility, and paid $145.1$145.2 million for dividends on our common stock. See Note 78 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities.

We believe our existing cash and cash equivalents, short term investments in addition to the ability to draw cash under the existing2026 Revolving Facility and our intention to have a new facility before the existing one matures in March 2026,Facility, if needed, will be sufficient to meet our near-term working capital requirements, pay quarterly dividends, make repurchases of our common stock and meet capital expenditure needs for the next twelve months. We believe that we have sufficient track record of managing working capital that we will be able to establish a new credit facility prior to the maturity of our existing credit facility, satisfying our long-term liquidity requirements in the event that the cash from operations is not adequate to meet our cash needs. However, this estimate is based on a number of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated or need to rely more heavily on the credit2026 facilitiesRevolving Facility or other sources of liquidity to continue to meet our needs. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products, management of inventory and vendor deposits, the availability of additional funds under credit facilitiesdeposits and overall economic conditions. Inflation and the current geopolitical environment have caused and may continue to cause significant volatility in financial markets and the domestic and global economy. This volatility canmay contribute to potential payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the availability of financing credit as well as other segments of the credit markets. SeeFor a further discussion of the uncertainties and business risks, refer to “Part I-ItemI - Item 1A. Risk Factors – Risks Related to Our Business and Industry -– Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as our customers and suppliers, are located in areas likely to be subject to natural disasters, public health problems, military conflicts and geopolitical tensions, which could adversely affect our business, results of operations and financial condition” and “Part I-ItemI - Item 1A. Risk Factors – Risks Related to Our Business and Industry -– General global economic downturns and macroeconomic trends, including inflation or slowed economic growth, may negatively affect our customers and their ability to purchase our products. A downturn or such other trends may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our ability to collect accountaccounts receivable and recognize revenue,"” for additional information. We expect to continue to maintain financing flexibility in the current market conditions. However, due to the rapidly evolving global economic and geopolitical situation, it is not possible to predict whether unanticipated consequences of global economic downturns and macroeconomic trends are reasonably likely to materially affect our liquidity and capital resources in the future.

OurWe offer warranties on certain products are generally accompanied byfor a twelveperiod of one to twenty-fourtwo month warrantyyears, from date of purchase, which covers both parts and labor. Generally, the distributor is responsible for the freight costs associated with warranty returns, and we absorb the freight costs of replacing items under warranty. In accordance with the Financial Accounting Standards Board’s ("FASB's"), Accounting Standards Codification ("ASC"), 450-20, Loss Contingencies, we record an accrual when we believe it is reasonably estimable and probable based upon historical experience. We record a provision for estimated future warranty work in cost of goods sold upon recognition of revenues, and we review the resulting accrual regularly and periodically adjust it to reflect changes in warranty estimates.

We have entered and may in the future enter into standard indemnification agreements with certain distributors as well as other business partners in the ordinary course of business. These agreements may include provisions for indemnifying the distributor, OEMoriginal equipment manufacturer or other business partner against any claim brought by a third-party to the extent any such claim alleges that a Ubiquiti product infringes a patent, copyright or trademark or violates any other proprietary rights of that third-party. The maximum amount of potential future indemnification is unlimited. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable.

As of June 30, 2025,2026, we have other obligations of $4.4$6.2 million which primarily consist of commitments related to research and development projects.

These requirements necessitate due diligence efforts to assess whether such minerals are used in our products in order to make the relevant required annual disclosures. There are, and will be, ongoing costs associated with complying with these disclosure requirements, including diligence to determine the sources of those minerals that may be used or necessary to the production of our products. Accordingly, our ability to determine with certainty the origin and chain of custody of these raw materials is limited. We may face reputational challenges that could impact future sales if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to verify with sufficient accuracy the origins of all conflict minerals used in our products.

As of FebruaryMay 6,8, 2026, Mr. Pera beneficially owned 56,278,181 shares of our common stock. These shares are eligible for resale into the public market within the restrictions imposed by Rule 144 under the Securities Act of 1933. Sales of a significant amount of Mr. Pera’s shares could adversely affect the market price for our common stock. Mr. Pera has indicated to us that he may in the future from time to time pledge shares of common stock as collateral for margin or other loans, enter into derivative transactions based on the value of our common stock, dispose of shares of common stock, otherwise monetize shares of his common stock and/or engage in other transactions relating to shares of our common stock and/or other securities of the company. In the event Mr. Pera pledges shares of common stock as collateral for margin or other loans, Mr. Pera may need to sell shares of our common stock to meet applicable repayment requirements. Upon a default under such loans, the lender could sell the pledged shares into the market without limitation on volume or manner of sale. Any of these activities by Mr. Pera may adversely affect the price of our common stock. However, Mr. Pera has also indicated that he intends to continue to own at least a majority of our outstanding shares of common stock.

A substantial majority of our sales are into countries outside of the United States. Sales of our products into certain countries are restricted or prohibited under U.S. export control and economic sanctions laws. In addition, certain of our products incorporate encryption components that are subject to export control regulations.

As these regulations and standards evolve, and if new regulations or standards are implemented, we will be required to modify our products or develop and support new versions of our products, and our compliance with these regulations and standards may become more burdensome. The failure of our products to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could prevent or delay introduction of our products, which could harm our business. End customer uncertainty regarding future policies may also affect demand for communications products, including our products. For example, changes in government regulations providing funding for capital investment in new industries, products or services, such as any government funding of products supporting wireline connectivity rather than wireless connectivity, could adversely impact products that are purchased by our end customers and adversely impact our business, results of operations and financial condition. Further, government requirements around the world requiring or providing preference to, domestically produced goods may limit our ability to sell our products to customers in such jurisdictions, impacting our ability to grow our sales in such jurisdictions, adversely impacting our revenues, operations and financial condition.

If existing laws or regulations regarding the use of our products or services are enforced in a manner not previously contemplated by us, our channel partners or our end customers, it could expose us or them to liability and could have a material adverse effect on our financial condition, results of operations, and our brand. Moreover, channel partners or end customers may require us, or we may otherwise deem it necessary or advisable, to alter our products to address actual or anticipated changes in the regulatory environment. Our inability to alter our products to address these requirements and any regulatory changes may have a material adverse effect on our financial condition, results of operations, and our brand. Further, the enforcement of laws and regulations may force us to withdraw one or more of our products from sale in certain jurisdictions or to recall one or more of our products in certain jurisdictions. We may incur costs and expenses relating to a withdrawal from a particular market or a recall of one or more of our products. The process of identifying products that have been widely distributed for withdrawals and recalls may be lengthy and require significant resources and we may incur significant replacement costs, damage claims and harm to our reputation. We are and expect to continue to be the subject of investigations, inquiries, data requests, actions, orders, and audits by government authorities and regulators in the United States, the European Union, and around the world. Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties or require us to change our business practices in a manner materially adverse to our financial condition, results of operations, and our brand.

We strive to comply with all applicable laws, policies and legal obligations relating to privacy, data security, cybersecurity and data protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or third-party service-providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, additional reporting requirements and/or oversight, bans or restrictions on processing personal data, orders to destroy or not use personal data, loss of customers, interruptions or stoppages in our business operations, inability to process personal data or operate in certain jurisdictions, limited ability to develop or commercialize our products and services, expenditure of time and resources to defend against claims or inquiries, changes to our business model or operation, or negative publicity, and could have an adverse effect on our brand, results of operations and financial condition.

We have received, and may in the future receive, warranty or product liability claims that may require us to make significant expenditures to defend these claims or pay damage awards. In the event of a successful warranty claim, we may also incur costs if we compensate the affected network operator or service provider. Such claims may require a significant amount of time and expense to resolve and defend against, and could also harm our reputation by calling into question the quality of our products. We also may incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources and we may incur significant replacement costs, contract damage claims and harm to our reputation.

We are subject to periodic audits or other reviews by tax authorities in the jurisdictions in which we conduct our activities. Tax authorities could challenge our assertions with respect to how we have conducted our business operations which might result in a claim for larger tax payments from us, including, but not limited to, income and withholding taxes and potential fines or penalties. The expense of defending and resolving such audits may be significant. The amount of time to resolve such audits is also unpredictable and may divert management’s attention from our business operations. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these audits or other reviews to determine the adequacy of our provision for income taxes. Although we believe our interpretation of tax laws and tax estimates are reasonable, there can be no assurance that any final determination by taxing authorities will not be materially different from the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our business, results of operations and financial condition.

Tariff and Trade Tensions – Recently, the U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, including Vietnam. The U.S. government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. Further, recent judicial rulings have introduced significant additional uncertainty regarding the legal basis for U.S. tariff policy. In addition, the U.S. government may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased our product costs. For so long as such tariffs are in effect, we expect such tariffs and related trade policy uncertainty will continue to affect our product costs, operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part II—Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

Supply Constraints and Risks – We have experienced in the past, particularly from 2020 to 2023, and may experience in the future, periodic volatility in the supply of components used to manufacture our products. This volatility has resulted in supply constraints and corresponding increases in component delivery lead times and costs to obtain components, and resulted in delays in product production. Our efforts to mitigate these supply constraints have included, for example, increasing our inventory build in an attempt to secure supply and meet customer demand, paying higher component and shipping costs to secure supply and modifying our product designs to leverage alternate suppliers. Although these mitigation efforts are intended to optimize our access to the components required to meet customer demand for our products, we have limited visibility into future sales, which makes it difficult to forecast our future results of operations. These mitigation efforts have caused our inventory and vendor deposit balances to increase in the past, and they may cause such increases in the future. These mitigation efforts therefore significantly increase the risks of future material excess, obsolete inventory and related losses. We believe that we have taken the right actions to mitigate these supply constraints; however, we recognize the associated risks.

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

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors and through direct sales through our webstores. Sales to distributors accounted for 55% of our revenues during the sixnine months ended DecemberMarch 31, 2025.2026. Direct sales accounted for 45% of our revenue during the sixnine months ended DecemberMarch 31, 2025.2026.

Our cost of revenues is comprised primarily of the costs of procuring finished goods from our contract manufacturers and certain key components that we consign to certain of our contract manufacturers. In addition, cost of revenues includes labor and other costs which include salary, benefits and share-based compensation, in addition to costs associated with tooling, testing and quality assurance, warranty costs, logistics costs, tariffs and excess and obsolete inventory write-downs.

Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, target end markets for our products, channel inventory levels, tariffs, and trade disputes, pricing due to competitive pressure, production costs and global demand for electronic components. Although we procure and sell our products mostly in U.S. dollars, our contract manufacturers incur many costs, including labor costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract manufacturers, they may try to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs. Recently, the U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, including Vietnam. The U.S. government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. In addition, the U.S. government may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and will significantly increase our product costs. For so long as such tariffs are in effect, we expect such tariffs, and related trade policy uncertainty, will continue to affect our operating results and margins. As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part II—Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. In other cases, management’s judgment is required in selecting among available alternative accounting standards that provide for different accounting treatment for similar transactions. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenues, costs and expenses and affect the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, our actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our critical accounting policies are discussed in our Annual Report, and there have been no material changes other than that have been disclosed in Note 2, "“Summary of Significant Accounting Policies"” to our consolidated financial statements herein. As events continue to evolve our estimates may change materially in future periods. We believe that the accounting policies discussed in our Annual Report, are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Comparison of Three and SixNine Months Ended DecemberMarch 31, 20252026 and 20242025

Total revenues increased $215.0$124.0 million, or 36%,19%, from $599.9$664.2 million in the three months ended DecemberMarch 31, 20242025 to $814.9$788.2 million in the three months ended DecemberMarch 31, 2025.2026.

Total revenues increased $398.4$522.4 million, or 35%,29%, from $1,150.2$1,814.4 million in the sixnine months ended DecemberMarch 31, 20242025 to $1,548.6$2,336.8 million in the sixnine months ended DecemberMarch 31, 2025.2026.

The increase in revenues for the three months and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the same periods in the prior year, was driven by an increase in revenue from both our Enterprise Technology platformplatform, andoffset in part by a decrease in revenue from our Service Provider Technology platform.

Enterprise Technology revenue increased $210.8$132.1 million, or 41%,23%, from $518.2$585.7 million in the three months ended DecemberMarch 31, 20242025 to $729.0 million in the three months ended December 31, 2025. Enterprise Technology revenue increased $397.8 million, or 40%,

Service Provider Technology revenue increased $4.2 million, or 5%, from $81.7$717.9 million in the three months ended DecemberMarch 31, 20242026. toEnterprise $85.9Technology revenue increased $529.9 million, or 34%, from $1,574.1 million in the threenine months ended DecemberMarch 31, 2025.2025 Serviceto Provider Technology revenue increased $0.7 million, or 0.4%, from $161.8$2,104.0 million in the sixnine months ended DecemberMarch 31, 2024 to $162.5 million in the six months ended December 31, 2025.2026.

The increase in Service ProviderEnterprise Technology inrevenue during the three and nine months ended DecemberMarch 31, 2025,2026, as compared to the same periodperiods in the prior year, was due to an increase in revenuesrevenue from our Enterprise Technology platform across all regions except South America. The increase in Service Provider Technology in the six months ended December 31, 2025, as compared to the same period in the prior year, was due to an increase in revenues in the North America and EMEA regions.

We have determined the geographical distribution of our product revenues based on our customers’ ship-to destinations. A majority of our sales are to distributors who either sell to resellers or directly to end customers, who may be located in different countries than the initial ship-to destination. The following are our revenues by geography for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 (in thousands, except percentages):

(1) Revenue for the United States was $388.3$374.1 million and $296.1$298.5 million for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Revenue for the United States was $739.6$1,113.7 million and $544.8$843.3 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Revenues in North America increased by $121.9$87.5 million, or 38%,27%, from $321.6$322.7 million in the three months ended DecemberMarch 31, 20242025 to $443.6$410.2 million in the three months ended DecemberMarch 31, 20252026 and increased by $233.5$321.0 million, or 39%,35%, from $592.9$915.6 million in the sixnine months ended DecemberMarch 31, 20242025 to $826.4$1,236.6 million in the sixnine months ended DecemberMarch 31, 2025.2026.

The increase in North America revenues during the three months and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the same periods in the prior year, was due to increased revenue from both our Enterprise Technology products and our Service Provider Technology products.

Europe, the Middle East, and Africa (“EMEA”)

Revenues in EMEA increased by $72.1$21.6 million, or 35%,8%, from $208.6$282.1 million in the three months ended DecemberMarch 31, 20242025 to $280.7$303.8 million in the three months ended DecemberMarch 31, 20252026 and increased by $130.4$152.0 million, or 32%,22%, from $413.5$695.6 million in the sixnine months ended DecemberMarch 31, 20242025 to $543.8$847.6 million in the sixnine months ended DecemberMarch 31, 2025.2026.

The increase in EMEA revenues during the three months and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the same periods in the prior year, was due to increased revenue from both our Enterprise Technology products, andoffset in part by a decline in revenues from our Service Provider Technology products.

Revenues in the Asia Pacific region increased by $11.4$5.7 million, or 26%,15%, from $43.1$37.5 million in the three months ended DecemberMarch 31, 20242025 to $54.5$43.2 million in the three months ended DecemberMarch 31, 20252026 and increased by $23.6$29.3 million, or 28%,24%, from $84.0$121.5 million in the six months ended December 31, 2024 to $107.6 million in the six months ended December 31, 2025.nine

The increase in Asia Pacific revenues during the three and nine months ended DecemberMarch 31, 2025,2026, as compared to the same period in the prior year, was due to increased revenue from both our Enterprise Technology products, and Service Provider Technology products. The increase in Asia Pacific revenues during the six months ended December 31, 2025, as compared to the same periodperiods in the prior year, was due to increased revenue from our Enterprise Technology products, offset in part by decreaseda revenuedecline in revenues from our Service Provider Technology products.

Revenues in South America increased by $9.5$9.2 million, or 36%,42%, from $26.6$21.8 million in the three months ended DecemberMarch 31, 20242025 to $36.1$31.1 million in the three months ended DecemberMarch 31, 20252026 and increased by $11.0$20.2 million, or 18%,25%, from $59.8$81.7 million in the sixnine months ended DecemberMarch 31, 20242025 to $70.8$101.9 million in the sixnine months ended DecemberMarch 31, 2025.2026.

The increase in South America revenues during the three months and six months ended DecemberMarch 31, 2025,2026, as compared to the same periodsperiod in the prior year, was due to an increase in revenuerevenues from both our Enterprise Technology products and Service Provider Technology products. The increase in South America revenues during the nine months ended March 31, 2026, as compared to the same period in the prior year, was due to an increase in revenues from our Enterprise Technology products, offset in part by decreaseda revenuedecline in revenues from our Service Provider Technology products.

Gross profit margin increased to 46%47% in the three months ended DecemberMarch 31, 2025,2026, compared to 41%45% in the three months ended DecemberMarch 31, 20242025 and increased to 46% in the sixnine months ended DecemberMarch 31, 2025,2026, compared to 42%43% in the sixnine months ended DecemberMarch 31, 2024.2025. The increase in gross profit margin for the three months ended DecemberMarch 31, 2025,2026, as compared to the comparable prior year period, was primarily driven by favorable product mix, reduced charges for excess and obsolete inventory, lower shipping costs and other indirect costs. These positive factors were offset in part by higher tariff costs. The increase in gross profit margin for the nine months ended March 31, 2026, as compared to the comparable prior year period, was primarily driven by favorable product mix, lower shipping costs, lowerreduced charges for excess and obsolete inventory charges,and other indirect costs. These positive factors were offset in part by higher tariff costs. The increase in gross profit margin for the six months ended December 31, 2025, as compared to the comparable prior year period, was primarily driven by favorable product mix, lower shipping costs, excess and obsolete inventory charges, and warehouse-related expenses, offset in part by higher tariff costs.

Research and development (“R&D”) expenses increased by $10.9$7.6 million, or 27%,17%, from $40.0$44.3 million in the three months ended DecemberMarch 31, 20242025 to $50.8$51.8 million in the three months ended DecemberMarch 31, 2025.2026. As a percentage of revenues, R&D expenses decreasedremained fromconsistent at 7% for theboth three months ended December 31, 2024 to 6% for the three months ended December 31, 2025.periods.

R&D expenses increased by $21.4$29.0 million, or 27%,24%, from $78.0$122.2 million in the sixnine months ended DecemberMarch 31, 20242025 to $99.4$151.2 million in the sixnine months ended DecemberMarch 31, 2025.2026. As a percentage of revenues, R&D expenses decreased from 7% for the sixnine months ended DecemberMarch 31, 20242025 to 6% for the sixnine months ended DecemberMarch 31, 2025.2026.

The increase in R&D expenses during the three and six months ended DecemberMarch 31, 2025,2026, as compared to the comparable prior year periods,period, was primarily driven by higher employee-related expensesexpenses, facility costs and software expenses, offset in part by lower depreciation. The increase in R&D expenses during the nine months ended March 31, 2026, as compared to the comparable prior year period, was primarily driven by higher employee-related expenses, prototype-related expenses.expenses, facility costs and software expenses, offset in part by lower depreciation.

Sales, general and administrative (“SG&A”) expenses increased by $1.8$3.3 million, or 6%,13%, from $28.5$24.8 million in the three months ended DecemberMarch 31, 20242025 to $30.3$28.1 million in the three months ended DecemberMarch 31, 2025.2026. As a percentage of revenues, SG&A expenses decreasedremained fromconsistent 5%at 4% for theboth three months ended December 31, 2024 to 4%, for the three months ended December 31, 2025.periods.

SG&A expenses increased by $4.5$7.8 million, or 9%,10%, from $52.9$77.6 million in the sixnine months ended DecemberMarch 31, 20242025 to $57.4$85.5 million in the sixnine months ended DecemberMarch 31, 2025.2026. As a percentage of revenues, SG&A expenses decreasedremained fromconsistent 5%at 4% for theboth six months ended December 31, 2024 to 4%, for the six months ended December 31, 2025.periods.

The increase in SG&A for the three months ended DecemberMarch 31, 2025,2026, as compared to the comparable prior year period, was primarily dueattributable to higher marketing expenses and credit card processing fees arisingassociated fromwith increasedhigher webstore sales, higher professional fees, software expenses, marketing expenses and employee-related expenses, offset in part by lower badfacility debt expenses relating to a customer default.costs. The increase in SG&A for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the comparable prior year period, was primarily dueattributable to higher fees associated with webstore credit card processing, driven by higher webstore sales, marketing expenses, professional fees, and payroll expenses, offset in part by lower bad debt expenses relating to a customer default.processing

Interest expense and other, net ("“I&O"”) expenses decreased $9.9$4.8 million, or 86%88% from $11.4$5.4 million in the three months ended DecemberMarch 31, 20242025 to $1.6$0.7 million in the three months ended DecemberMarch 31, 2025.2026. As a percentage of revenue, I&O decreased from 2%1% for the three months ended DecemberMarch 31, 20242025 to 0% for the three months ended DecemberMarch 31, 2025.2026.

I&O expenses decreased $17.2$22.0 million, or 78%80% from $22.0$27.4 million in the sixnine months ended DecemberMarch 31, 20242025 to $4.8$5.4 million in the sixnine months ended DecemberMarch 31, 2025.2026. As a percentage of revenue, I&O decreased from 2% for the sixnine months ended DecemberMarch 31, 20242025 to 0% for the sixnine months ended DecemberMarch 31, 2025.2026.

As of March 31, 2026, the Company repaid all of its outstanding debt. The decrease in I&O expenses during both the three and six months ended DecemberMarch 31, 2025,2026, as compared to the comparable prior year periods,period, was primarily dueattributable to lower interest expense, driven by a decrease in borrowings and lower interest rates, andoffset lowerin part by higher foreign exchange losses. The decrease in I&O expenses during the nine months ended March 31, 2026, as compared to the comparable prior year period, was primarily attributable to lower interest expense driven by a decrease in borrowings and lower interest rates.

Our provision for income taxes increased $27.1$15.2 million, or 89%,37%, from $30.6$41.0 million for the three months ended DecemberMarch 31, 20242025 to $57.7$56.2 million for the three months ended DecemberMarch 31, 2025.2026. Our effective tax rate increased tofrom 19.8%18.5% for the three months ended DecemberMarch 31, 2025 as compared to 18.3%19.4% for the three months ended DecemberMarch 31, 2024.2026.

Our provision for income taxes increased $47.2$62.4 million, or 77%,61%, from $61.2$102.2 million for the sixnine months ended DecemberMarch 31, 20242025 to $108.4$164.6 million for the sixnine months ended DecemberMarch 31, 2025.2026. Our effective tax rate increased from 18.8%18.7% for the sixnine months ended DecemberMarch 31, 20242025 to 19.7%19.6% for the sixnine months ended DecemberMarch 31, 2025.2026.

The change in effective tax rates for the three and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the same periods in the prior year, was primarily driven by a change in the mix of income earned in various tax jurisdictions as well as in the mix of income eligible for the Foreign-Derived Intangible Income (“FDII”) rules and subject to the Global Intangible Low-Taxes Income ("GILTI") and Pillar Two rules.

Our principal source of liquidity are cash and cash equivalents, cash generated by operations and the availability of additional funds under the Facilities. We had cash and cash equivalents of $302.8$368.7 million and $149.7 million as of DecemberMarch 31, 20252026 and June 30, 2025, respectively.

Net cash provided by operating activities during the sixnine months ended DecemberMarch 31, 20242026 consisted primarily of net income of $264.8$675.4 million, non-cash adjustments of $32.3 million and the benefit of decreasing vendor depositsinventories of $42.9$15.5 millionmillion, offset in part by other changes in operating assets and non-cashliabilities adjustmentsthat resulted in net cash outflows of $30.1$93.1 million,million. furtherThis augmentednet bychange in operating assets and