Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File No. 001-35300

UBIQUITI INC.

(Exact name of registrant as specified in its charter)


Delaware						32-0097377
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

685 Third Avenue, 27th Floor, New York, NY 10017

(Address of principal executive offices, Zip Code)

(646) 780-7958

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	UI	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

Table of Contents

reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $583,781,006 based upon the closing price of $139.56 of such common stock on the New York Stock Exchange on December 29, 2023 (the last business day of the registrant’s most recently completed second quarter). Shares of common stock held as of December 31, 2023 by each director and executive officer of the registrant, as well as shares held by each holder of 5% of the common stock known to the registrant, have been excluded for purposes of the foregoing calculation. This determination of affiliate status is not a conclusive determination for other purposes.

As of August 22, 2024, 60,469,583 shares of common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Table of Contents

TABLE OF CONTENTS



		Page
	PART I

Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Reserved	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements w ith Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	48
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	48

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 14.	Principal Accounting Fees and Services	49

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	50
Item 16.	Form 10-K Summary	52
Signatures		53

Table of Contents

UBIQUITI INC.

PART I

Note About Forward-Looking Statements

When used in this Annual Report on Form 10-K, the words “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and negatives of those terms are intended to identify forward-looking statements. These are statements that relate to future periods and include statements about our future results, sources of revenue, our dividend, our continued growth, our gross margins, market trends, our product development, our introduction of new products, technological developments, the features, benefits and performance of our current and future products, the ability of our products to address a variety of markets, our growth strategies, future prices, our competitive status, our efforts to mitigate shortages of components used to manufacture our products, our dependence on our senior management and our ability to attract and retain key personnel, dependency on and concentration of our distributors, our employee relations, current and potential litigation, current or potential indemnification liabilities, the effects of government regulations, the impact of tariffs, the expected impact of taxes on our liquidity and results of operations, our compliance with laws and regulations, our expected future operating costs and expenses and expenditure levels for research and development, selling, general and administrative expenses, fluctuations in operating results, fluctuations in our stock price, our payment of dividends, our future liquidity and cash needs, and the adequacy of and our reliance on our source of liquidity to meet such needs, the Facilities (as defined herein), future acquisitions of and investments in complimentary businesses, the expected impact of various accounting policies and rules adopted by the Financial Accounting Standards Board ,the military conflict between Russia and Ukraine and the escalating tensions between China and Taiwan on our business and results of operations. Forward-looking statements 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, the impact of the global shortage of components and pricing inflation associated therewith, the impact of U.S. tariffs on results of operations, our ability to procure products, our ability to manage our growth, our ability to sustain or increase profitability, demand for our products, our ability to compete, our ability to rapidly develop new technology and introduce new products, our ability to safeguard our intellectual property, trends in the markets that we compete and fluctuations in general economic conditions, the military conflict between Russia and Ukraine and the escalating tensions between China and Taiwan on our business, results and liquidity, and the risks set forth throughout this Annual Report on Form 10-K, including under Item 1, “Business” and under Item 1A, “Risk Factors.” These forward-looking statements speak only as of the date hereof. Except as required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

This Annual Report on Form 10-K also contains estimates and other information concerning our industry, including market size and growth rates, which are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. These industry publications, surveys and forecasts generally indicate that their information has been obtained from sources believed to be reliable. While we believe these industry publications, surveys and forecasts are reliable, we have not independently verified such data. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described under Item 1A. “Risk Factors.”

Unless the context requires otherwise, the words “we,” “us,” “our” “Company” and “Ubiquiti” refer to Ubiquiti Inc. and its subsidiaries as a whole. Ubiquiti refers to the fiscal years ended June 30, 2024, 2023 and 2022 as fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

Item 1. Business

Business Overview

The Company was founded by Robert Pera in 2005. We sell equipment, and provide the related software platforms, worldwide through a network of over 100 distributors, on-line retailers and direct to customers through our webstores. Ubiquiti Inc. is focused on democratizing network technology on a global scale. Our devices play a role in creating networking infrastructure in over 200 countries and territories around the world. Our professional networking products are powered by our UISP and UniFi OS software platforms to provide high-capacity distributed Internet access and unified information technology management, respectively.

We develop technology platforms for high-capacity distributed Internet access, unified information technology, and consumer electronics for professional, home and personal use. We categorize our solutions into three main categories: high performance networking technology for enterprises, service providers and consumers. We 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

Table of Contents

through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community.

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive Officer, who is central to our business, the majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel. We do not employ a traditional direct sales force, but instead drive brand awareness through online reviews and publications, our website, our distributors and the Company’s user community where customers can interface directly with our R&D, marketing, and support teams. Our technology platforms were designed from the ground up with a focus on delivering highly-advanced and easily-deployable solutions that appeal to a global customer base.

We offer a broad and expanding portfolio of networking products and solutions for operator-owners of wireless internet services (“WISP’s”), enterprises and smart homes. Our operator-owner service-provider-product platforms provide carrier-class network infrastructure for fixed wireless broadband, wireless backhaul systems and routing and the related software for WISP’s to easily control, track and bill their customers. Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other complimentary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface. 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.

We operate our business as one reportable and operating segment. Further information regarding Segments can be found in Note 13 to our Consolidated Financial Statements. Our revenues were $1.9 billion, $1.9 billion and $1.7 billion in the fiscal years ended June 30, 2024, 2023 and 2022, respectively. We reported net income of $350.0 million, $407.6 million and $378.7 million in the fiscal years ended June 30, 2024, 2023 and 2022, respectively. Refer to our Consolidated Financial Statements included under Part IV, Item 15 of this Annual Report on Form 10-K for more financial information.

Industry Overview

Internet traffic worldwide has grown rapidly in recent years, driven by an increase in the number of users, increasing mobility of those users and high bandwidth applications, such as video, audio, cloud-based applications, online gaming and social networking. Wired networking solutions have traditionally been used to address increasing consumer and enterprise bandwidth needs. However, the high initial capital requirements and ongoing operating costs and long market lead times associated with building and installing infrastructure for wired networks has severely limited the widespread deployment of these networks in underserved and underpenetrated markets. Wireless networks have emerged as an attractive alternative for addressing the broadband access needs of underserved and underpenetrated markets in both emerging and developed countries.

Our Technology and Products

We offer products and solutions based on our proprietary technology across multiple markets. Utilizing low-cost hardware and innovative software and firmware, we seek to build price- performance solutions to address both enterprises and service providers.

Key Technology Platforms

Our current Enterprise Provider solutions include:

•UniFi Cloud Gateway - UniFi Cloud Gateway is an Enterprise class internet and security gateway device that provides reliable routing, advanced cybersecurity and powerful site management.

•UniFi WiFi - An enterprise WiFi system that combines state-of-the-art hardware with intuitive software management for configuration of access points at scale.

•UniFi Protect - our UniFi Protect platform is a video surveillance platform with private local storage, secure remote access and cameras designed for every deployment.

•UniFi Switch - UniFi Switch is a versatile switching platform that delivers high-capacity performance, and power over ethernet to scale enterprise networks.

•UniFi Access - UniFi Access is a state-of-the art door access solution that is easily expandable with touchscreen readers, live video, and mobile application credential support.

•UniFi Talk - UniFi Talk is a plug-and-play business phone system and VoIP subscription service designed to elevate productivity in organizations.

Table of Contents

Our current Service Provider and carrier solutions include:

•airMAX - our airMAX platform includes proprietary protocols developed by us that contain advanced technologies for minimizing signal noise. Devices on the airMAX platform, such as customer premise equipment (“CPE”), base station, and backhaul, are able to support a wireless network that can scale to hundreds of clients per base station over long distances while maintaining low latency and high throughput.

•airFiber - our airFiber platform is a wireless backhaul point-to-point radio system, a wireless method of transmitting data to and from network backbone. Components of the airFiber products were designed to provide low latency with high throughput. Our airFiber product uses an integrated split antenna and a global positioning system to simultaneously send data packets from each side of the link.

•UFiber GPON - UFiber GPON platform, a plug and play fiber network technology, that allows users to build passive optical network deployment with minimal effort and cost. It is designed to enable internet providers (“ISPs”) to quickly build high speed fiber internet networks for many users and over long distance.

•Wave - Products built on the proprietary Wave Technology platform are engineered to maximize speed/performance across long distances using the worldwide, unlicensed 60GHz band.

Research and Development

Our research and development organization is responsible for the design, development and testing of our products. Our geographically-distributed engineering team has deep expertise and experience in networking and antenna design, and we have a number of personnel with longstanding experience with network architecture and operation. We have developed and intend to continue to develop our technology in part by operating with a relatively flat reporting structure that relies on individual contributors or small development teams to develop, test and obtain feedback for our products.

As of June 30, 2024, our research and development team consisted of 1,134 full time equivalent employees, including contractors, located in the United States, Taiwan, China, Latvia, the Czech Republic, Lithuania, Ukraine, Sweden, and elsewhere. Our research and development operations work on product development of new products and new versions of existing products. Our research and development expenses were $159.8 million, $145.2 million and $137.7 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively. We expect that the number of our research and development personnel will increase over time and that our research and development expenses will also increase. For a further discussion of the uncertainties and business risks associated with our international workforce and operations, refer to risk factors under “Part I - Item 1A. Risk Factors - Risks Related to Our International Operations.”

Manufacturing and Suppliers

We use contract manufacturers, primarily located in Vietnam and China, to manufacture our products. Over the long term, our contract manufacturers are not required to manufacture our products for any specific period or in any specific quantity. If necessary, we expect that it would take approximately three to six months to transition manufacturing, quality assurance and shipping services to new providers. For a further discussion of the uncertainties and risks associated with our contract manufacturers, see “Part I - Item 1A. Risk Factors - Risks Related to Our Business and Industry - We rely on a limited number of contract manufacturers to produce our products. Shortages of components or manufacturing capacity could increase our costs or delay our ability to fulfill future orders and could have a material adverse impact on our business and results of operations.”

We rely on third party components and technology to build and operate our products, and we rely on our contract manufacturers to obtain the components, subassemblies and products necessary for the manufacture of our products. While components and supplies in the past have been generally available from a variety of sources, we and our contract manufacturers currently depend on a single or limited number of suppliers for several components for our products. We and our contract manufacturers rely on purchase orders rather than long-term contracts with these suppliers. The majority of our product revenues are dependent upon the sale of products that incorporate components from a small number of suppliers. We are party to non-exclusive license agreements with some of these suppliers whereby we license certain technology that we incorporate into our products. These agreements generally automatically renew for successive one-year periods unless the agreements are terminated by written notice of nonrenewal with advance notice prior to the end of their then-current term. The Company has not received any termination notice as of the date of this Annual Report on Form 10-K. We depend on these license agreements to modify and replace firmware on certain chipsets with our proprietary firmware. While our agreements with suppliers remains effective, the terms of these agreements, allow either party to terminate the agreements without cause at the end of the annual contract term.

We have experienced in the past, particularly from 2020 to 2023, and may experience in the future, periodic volatility in the supply of components used to manufacture our products. This has resulted in supply constraints and corresponding increases in component delivery lead times and costs to obtain components, and resulted in delays in product production.

Table of Contents

We do not stockpile sufficient components, to cover the time it would take to re-engineer our products to replace the components used to manufacture our products and we generally do not have any guaranteed supply arrangements with our suppliers for these components (including the chipsets). While we have attempted to mitigate supply shortages through our contract manufacturers and exploring open-market avenues to procure the necessary components, there is no assurance that we will be able to obtain sufficient supply of such components on suitable terms, including the pricing terms. If we need to seek a suitable second source for these components for our products, there can be no assurance that we would be able to successfully source our chipsets on suitable terms, if at all. In any event, our use of chipsets from multiple sources may require us to significantly modify our designs and manufacturing processes to accommodate these different chipsets. We believe any shortage or delay in the supply of these components would harm our ability to continue to manufacture and supply our products, which would adversely affect our product offerings and revenues. For a further discussion of the uncertainties and business risks associated with the shortages of components, see “Part I - Item 1A. Risk Factors - Risks Related to Our Business and Industry - 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 have experienced significant supply constraints caused, in part, by the COVID-19 pandemic. 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. For a further discussion of the uncertainties and business risks associated with the supply constraints, refer to “Part I - Item 1A. Risk Factors - Risks Related to Our Business and Industry - Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as our customers and suppliers, are located in areas likely to be subject to natural disasters, public health problems, military conflicts and geopolitical tensions, which could adversely affect our business, results of operations and financial condition.”

Tariffs

In June 2018, the Office of the United States Trade Representative announced new proposed tariffs for certain products imported into the U.S. from China. The vast majority of our products that are imported into the U.S. from China are currently subject to tariffs that range between 7.5% and 25%. On January 22, 2020, the United States of Trade Representative announced it will reduce Section 301 List 4A additional tariffs from 15% to 7.5% and the List 4B tariffs would not go into effect. These tariffs have affected our operating results and margins. For so long as such tariffs are in effect, we expect it 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 political events and foreign policy responses” for additional information.

Sales and Distribution

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors, and, to a lesser extent, direct customers. During fiscal 2024, we sold our products to over 100 distributors and direct to customers through our webstores (collectively, “customers”) in over 75 countries. In fiscal 2024, 2023, and 2022, there were no customers that represented 10% or more of our revenue. Refer to Note 13 in our Notes to Consolidated Financial Statements for more information regarding financial data by geographic areas.

A majority of our sales are made outside the United States and we anticipate that non-U.S. sales will continue to be a significant portion of our revenues. We do not have any visibility on the location or extent of purchases of our products by individual network operators and service providers from our distributors. For further discussion of the risks associated with foreign operations, see “Part I - Item 1A. Risk Factors-Risks Related to Our International Operations”.

Backlog

Our sales are primarily made through standard sale orders for delivery of products. Our inability to procure sufficient product due to COVID-19 and the worldwide chip shortage had led to a significant increase in our backlog of unfulfilled orders in fiscal 2022. However, with the abatement of supply constraints, we were able to reduce our backlog of unfulfilled orders in 2023 and 2024. However, we do not believe our backlog information is a reliable indicator of our ability to achieve any particular level of revenue or financial performance.

Table of Contents

Competition

The markets for networking solutions for service providers, enterprise WLAN, video surveillance, microwave backhaul and machine-to-machine communications technology are highly competitive and are influenced by the following competitive factors, among others:

•total cost of ownership and return on investment associated with the solutions;

•simplicity of deployment and use of the solutions;

•ability to rapidly develop high performance integrated solutions;

•reliability and scalability of the solutions;

•market awareness of a particular brand;

•ability to provide secure access to wireless networks;

•ability to offer a suite of products and solutions;

•ability to allow centralized management of the solutions; and

•ability to provide quality product support.

We believe we compete favorably with respect to these factors. We have been successful in rapidly developing high performance integrated solutions because we use individual contributors and small, experienced development teams that focus on the key needs of the markets. Our products and solutions are designed to meet the price- performance characteristics demanded by our customers to achieve a strong overall return on their investment. Our products are designed to operate in growing networks without degradation in performance or operational complexity.

In the backhaul market, our competitors include Cambium Networks, Ceragon Networks, MikroTîkls, Airspan and Trango. In the CPE market, our competitors include Cambium Networks, MikroTîkls, Ruckus Wireless (CommScope), TP-Link Technologies and Tarana Wireless. In the antenna market, we primarily compete with PCTEL, ARC, ITELITE and Radio Waves. In the enterprise WLAN market, we primarily compete with Aerohive Networks, Aruba Networks (HPE), Cisco Meraki and Cisco and Ruckus Wireless (CommScope). In the video surveillance market, we primarily compete with Axis Communications, HIKVISION, Hanwha Vision and Vivotek. We expect increased competition from other established and emerging companies if our market continues to develop and expand. As we enter new markets, we expect to face competition from incumbent and new market participants.

Intellectual Property

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection and the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving. Furthermore, effective patent, trademark, copyright and trade secret protection may not be available in every country in which our services and products are available. We seek patent protection for certain of our key concepts, components, protocols, processes and other inventions.

We have obtained a number of patents and trademarks in the United States and other countries. We have also filed, and will continue to file, patent applications and trademark applications in the United States and other countries where we believe there to be a strategic technological or business reason to do so. Any patents or trademarks issued to us now or in the future may be challenged, invalidated or circumvented and may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. There can be no assurance that others will not assert intellectual property rights to technologies that are relevant to us or that our intellectual property rights will give us competitive advantage.

We endeavor to enter into agreements with our employees and contractors and with parties with whom we do business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or that infringe on our intellectual property. The enforcement of our intellectual property rights also depends on the success of our legal actions against infringers and counterfeiters, but these actions may not be successful, even when our rights have been infringed. For further discussion of the risks associated with intellectual property, see “Part I - Item 1A. Risk Factors - Risks Related to Intellectual Property”.

Environmental matters

We are subject to various environmental regulations governing materials usage, packaging and other environmental impacts in the United States and in various countries where our products are manufactured and sold. We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the

Table of Contents

components and materials used in our products. To date, compliance with federal, state, local, and foreign laws enacted for the protection of the environment has had no material effect on our capital expenditures, earnings, or competitive position.

Human Capital Management

Employee Overview

Our employees are at the center of everything we do at Ubiquiti and are the driving force for our innovation and success. Ubiquiti seeks to provide a safe, inclusive and positive employee experience for all its employees. It is our policy to make employment decisions and opportunities based on merit, qualifications, potential and competency. As of June 30, 2024, we employed and or contracted with 1,515 full time equivalent employees, of which 1,134 were in research and development, 264 in operations, and 117 in sales, general and administrative. Our workforce is diversified across multiple locations with 64%, 23% and 13% located in (i) Asia Pacific, (ii) Europe, the Middle East, and Africa (“EMEA”) and (iii) the Americas, respectively. The Company believes that its entrepreneurial, decentralized, and diversified work environment has contributed to its success. We seek to maintain a culture of accountability and performance that enables us to deliver highly-advanced and easily deployable solutions that appeal to a global market.

Talent and Human Capital Management

We believe that human capital management is key to our continued growth and success, and is critical to our ability to attract, retain and develop talented and skilled employees. We hire and compensate our talent based on their role, experiences, contributions and performance, regardless of their gender, race or ethnic background or other personal characteristics.

Our human capital is governed by employment regulations in each country in which we operate. We monitor key employment activities, such as hiring, termination and pay practices to comply with established regulations across the world.

Incentive Plans

Our incentive plans are designed to increase stockholder value by attracting, retaining and motivating high value personnel through the granting of equity and non-equity-based compensation awards. The principal purpose of our incentive plans is to motivate individuals to perform to the best of their abilities to achieve our short- and long-term objectives

Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are filed or furnished with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed or furnished by the Company with the SEC are available free of charge on the Company’s website at http://ir.ui.com when such reports are available on the SEC website. Reports of beneficial ownership filed pursuant to Section 16(a) of the Exchange Act are also available on our website. Also posted on our website on the Corporate Governance page is the Company’s Code of Ethics for Principal Executive and Senior Financial Officers and Section 16 Officers. We will, if required, disclose future amendments to our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, or certain waivers of such provisions granted to such persons, on our website identified above.

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Our executive office is located at 685 Third Avenue, 27th Floor, New York, New York 10017. Our website address is www.ui.com. From time to time, we may use our website and its subdomains as a channel of distribution of material information. The information on, or that can be assessed through, any websites cited herein are not part of this Annual Report on Form 10-K. Further, the Company's references to any URLs for any websites cited herein are intended to be inactive textual references only.

Item 1A. Risk Factors

This Annual Report on Form 10-K 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, the risk factors set forth below. These risks and uncertainties are not the only ones we face. 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.

Risk Factors Summary

•our limited ability to forecast our results of operations and sales;

•volatility and competition in the markets we serve or our inability to compete effectively with our competitors;

•our reliance on a limited number of distributors for our products and the inability of our distributors to manage inventory of our products effectively, timely sell our products or estimate future demand for our products;

•our inventory decisions, including, without limitation, for new product introductions, are based on assumptions and forecasts, which, if inaccurate, may result in write-downs of inventory or components and increases of vendor deposits;

•our inability to keep pace with rapid technological and market changes or to maintain competitive prices for products;

•the technological complexity of our products, which may contain undetected hardware defects or software bugs;

•our inability to anticipate or mitigate cyberattacks, security vulnerabilities or other fraudulent or illegal activity;

•our inability to manage our growth and expand our operations;

•our inability to maintain or enhance the strength of our brand;

•our reliance on a limited number of contract manufacturers to manufacture our products, and potential quality or product supply problems for our products if we are unable to secure sufficient components for our products or there is a shortage of manufacturing capacity;

•our reliance on a limited number of suppliers and our inability to predict shortages in components 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;

•disruption to the manufacturing or shipping of our products due to natural disasters, labor shortages or operational reductions from outbreaks of diseases or other public health events, the military conflict between Russia and Ukraine, the escalating tensions between China and Taiwan, or similar disruptions in the countries or regions in which our contract manufacturers or logistics contractors are located;

•a global economic downturn;

•lower than expected returns and exposure to increased operational risks from our investments in business lines, products, services, technologies, joint ventures and other strategic transactions;

•the ineffective management of product introductions, product transitions and marketing or our inability to remain competitive and stimulate customer demand for our products;

•our inability to anticipate consumer preferences and develop desirable products and solutions, or to execute our strategy for our products or develop our sales channels;

•general credit, liquidity, market, and interest rate risks to our investment securities;

•exposure to adverse developments affecting financial institutions at which we maintain deposits

•exposure to increased economic and operational uncertainties from our international operations, including, without limitation, as a result of foreign policy and geopolitical developments, particularly those involving China and Russia, varying legal and regulatory regimes and the effects of foreign currency exchange rates;

•the failure of our foreign warehouse and logistics providers to safeguard, manage and properly report our inventory;

•exposure to increased operational risks and liability to the extent we develop our own foreign manufacturing capacity;

•our inability to manage geographically dispersed research and development teams;

•our limited ability to obtain and enforce our intellectual property rights, particularly in China, Russia and South America;

•the misappropriation of our intellectual property and trade secrets by our contract manufacturers or others to manufacture competitive products or counterfeit products;

•our exposure to extensive intellectual property litigation;

•the risks of using open source software in our products;

•our use of artificial intelligence technologies which may present business, compliance, and reputational risks:

•our debt levels and the impact our debt levels may have on our ability to raise capital or otherwise finance our business;

•the risks of expanding our product offerings or our operations or increases in our operating expenses;

•our reliance on third-party software and services for certain aspects of our operations, including, without limitation, our financial reporting functions;

•our reliance on our founder and chief executive officer, who owns a majority of our common stock;

•volatility in the price of our common stock due to volatility in our results of operations or our failure to pay cash dividends or to repurchase shares of our common stock;

•the reliance of our products on unlicensed radio frequency spectrum, and the increasing reliance of consumer and other products on the same spectrum or from the introduction of regulation of such spectrum;

•potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;

•changes in laws and regulations relating to the handling of personal data;

•the adverse impact from litigation matters;

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

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

•our inability to maintain an effective system of internal controls; and

•changes in tax laws and regulations or reviews or audits of our tax returns.

Risks Related to Our Business and Industry

We have limited visibility into future sales as a result of our reliance on distributors, which may increase volatility in our results and makes it difficult to forecast our future results of operations.

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, 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.

Our distributors purchase and maintain their own inventories of our products, and we do not control their inventory management. Distributors may manage their inventories in a manner that causes significant fluctuations in their purchases from quarter to quarter, and which may not be in alignment with the actual demand of end customers for our products. If some distributors decide to purchase more of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, they may reduce future orders until their inventory levels realign with their customers’ demand. If some distributors decide to purchase less of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, sales of our products may be deferred or lost altogether, which could materially adversely affect our results of operations.

In addition, the lead times that we face for the procurement of components and subsequent manufacturing of our products are usually much longer than the lead time from our customers’ orders to the expected delivery date. This increases the risk that we may manufacture too many or not enough products in any given period. This risk may be further exacerbated by supply chain constraints on the global supply of components that we use to manufacture our products, as well as longer shipping lead times and delays.

The markets we serve can be especially volatile, and weakness in orders could harm our future 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.

We may need to build inventory for new product announcements and shipments or decide to increase or maintain higher levels of inventory, which may result in inventory write-downs and/or increased vendor deposits.

The Company must order components for its products, build inventory, both of finished products and components, and in certain cases, pay vendor deposits in advance of new product announcements and shipments. Decisions to build inventory for new products or to increase or maintain higher inventory levels and vendor deposit levels are typically based upon uncertain forecasts or other assumptions and may expose us to a greater risk of carrying excess or obsolete inventory. Because the markets in which the Company competes are volatile, competitive and subject to rapid technology changes, price changes, shortages and other disruptions, if the assumptions on which we base these decisions 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 vendor deposits or not fully utilize firm purchase commitments.

We rely upon a limited number of distributors, and changes in our relationships with our distributors or changes within our distributors may disrupt our sales.

Although we have a large number of distributors in numerous countries who sell our products, a limited number of these distributors represent a significant portion of our sales. One or more of our major distributors may suffer from a decline in their financial condition, decrease in demand from their customers, or a decline in other aspects of their business which could impair their ability to purchase and resell our products. Any distributor may also cease doing business with us at any time with little or no notice. The termination of a relationship with a major distributor, either by us or by the distributor, could result in a temporary or permanent loss of revenues, slower or impaired collection on accounts receivable and costly and time-consuming litigation or arbitration. We may not be successful in finding other suitable distributors on satisfactory terms, or at all, and this could adversely affect our ability to sell in certain geographic markets or to certain network operators and service providers. We do not generally obtain letters of credit or other security for payment from the distributors, so we are not protected against accounts receivable default by the distributors.

We may not be able to enhance our products to keep pace with technological and market developments while offering competitive prices.

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 consumer products possess similar characteristics of rapid technological updates, evolving industry standards, frequent changes in consumer 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, 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 markets in which we compete are highly competitive.

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

• our ability to rapidly develop and introduce new high-performance integrated solutions;

• the price and total cost of ownership and return on investment associated with the solutions;

• the simplicity of deployment and use of the solutions;

• the reliability and scalability of the solutions;

• the market awareness of a particular brand;

• our ability to provide secure access to wireless networks;

• our ability to offer a suite of products and solutions;

• our ability to allow centralized management of the solutions; and

• our ability to provide product support.

New entrants seeking to gain market share by introducing new technology and new products may also make it more difficult for us to sell our products, and could create increased pricing pressure. In addition, broadband equipment providers or system integrators may also offer wireless broadband infrastructure equipment for free or as part of a bundled offering, which could force us to reduce our prices or change our selling model to remain competitive.

If there is a shift in the market such that network operators and service providers begin to use closed network solutions that only operate with other equipment from the same vendor, we could experience a significant decline in sales because our products would not be interoperable.

We expect competition to continuously intensify as other established and new companies introduce new products in the same markets that we serve or intend to enter, as these markets consolidate. Our business, results of operations, liquidity and financial condition will suffer if we do not maintain our competitiveness.

A number of our current or potential competitors have longer operating histories, greater brand recognition, larger customer bases and significantly greater resources than we do.

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 consumer 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.

The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs.

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.

Security vulnerabilities in our or our service providers' products, services and systems, in our distribution channel, or supply chain could lead to reduced revenues and claims against us.

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 defects in manufacture or design, including bugs and other problems, which could compromise their ability to withstand cyber-attacks. In addition, customers 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.

Additionally, our sales to end customers 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. Our sales to end customers through our webstores require the transmission of confidential information, including credit card information, securely over public networks. Third parties may have the technology or knowledge to breach the security of customer transaction data. Although we and our service providers 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 consumers 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. Data Protection Directive and China Cybersecurity Law, could adversely affect our financial condition, results of operations, and our brand.”

We and certain of our vendors have experienced cyber-attacks in the past, and we, our vendors, suppliers, and distributors 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 users’ or 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 users’ or 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. 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.

For example, in January 2021, we became aware that certain of our information technology systems hosted by a third-party cloud provider were improperly accessed and certain of our source code and the credentials used to access the information technology systems themselves had been compromised. We received a threat to publicly release these materials unless we made a payment, which we did not do and the party responsible was ultimately prosecuted. As a result, it is possible that the source code and other information could be publicly disclosed or made available to our competitors. Due to the nature of the source code and the other information that we believe was improperly accessed, we at this time do not believe that any public disclosure will have a material adverse effect on our business or operations, but it is impossible to gauge the precise impact of any such disclosure. We have taken, and will continue to take, steps to remediate access controls to our information technology systems.

The costs to us to eliminate or alleviate security vulnerabilities in our products, services and system can be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions, as well as potential liability to the company. The risk that these types of events could seriously harm our business is likely to increase as we expand the products and services that we offer.

We may be unable to anticipate or fail to adequately mitigate against increasingly sophisticated methods to engage in illegal or fraudulent activities against us.

Despite any defensive measures we take to manage threats to our business, our risk and exposure to these matters remain heightened because of, among other things, the evolving nature of such threats in light of advances in computer capabilities and artificial intelligence, new discoveries in the field of cryptography, new and sophisticated methods used by criminals including phishing, social engineering or other illicit acts, the increasing use of our webstores by customers, or other events or developments that we may be unable to anticipate or fail to adequately mitigate. In June 2015, we determined that we were the victim of criminal fraud known to law enforcement authorities as business e-mail compromise fraud which involved employee impersonation and fraudulent requests targeting our finance department. The fraud resulted in transfers of funds aggregating $46.7 million held by a Company subsidiary incorporated in Hong Kong to other overseas accounts held by third parties. As of March 2021, the Company has recovered $18.6 million. No additional recoveries have been made since March 31, 2021. Any additional recoveries are likely remote and therefore cannot be assured.

While we do not expect the fraud to have a material impact on our business, we have borne, and will continue to bear additional expenses in connection with the remediation and investigation of the fraud.

Any future illegal acts such as phishing, social engineering or other fraudulent conduct that go undetected may have significant negative impacts on our reputation, operating results and stock price.

Our business and prospects depend on the strength of our brand.

Maintaining and enhancing our brand is critical to expanding our base of distributors and end customers. 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 end customers and the 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.

We may fail to effectively manage the challenges associated with our growth.

Over the past several years we have expanded, and continue to expand, our product offerings, 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 these changes. 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.

We rely upon a limited number of contract manufacturers to produce our products. Shortages of components or manufacturing capacity could increase our costs or delay our ability to fulfill future orders and could have a material adverse impact on our business and results of operations.

We retain contract manufacturers, located primarily in Vietnam and China, to manufacture our products. Any significant change in our relationship with these manufacturers could have a material adverse effect on our business, results of operations and financial condition. Our reliance on contract manufacturers for manufacturing our products can present significant risks to us because, among other things, we do not have direct control over their activities. If we fail to manage our relationship with our manufacturers effectively, or if they experience operational difficulties, our ability to ship products to our retailers and distributors could be impaired and our competitive position and reputation could be harmed.

We significantly depend upon our contract manufacturers to:

• assure the quality of our products;

• manage capacity during periods of volatile demand;

• qualify appropriate component suppliers;

• ensure adequate supplies of components and materials;

• deliver finished products at agreed upon prices and schedules; and

• safeguard materials and finished goods.

The ability and willingness of our contract manufacturers to perform is largely outside our control.

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.”

In the event that we receive shipments of products that fail to comply with our technical specifications or that fail to conform to our quality control standards, and we are not able to obtain replacement products in a timely manner, we risk revenue losses from the inability to sell those products, increased administrative and shipping costs, and lower profitability. Additionally, if defects are not discovered until after distributors and/or end users purchase our products, they could lose confidence in the technical attributes of our products and our business and results of operations could be harmed.

We do not control our contract manufacturers or suppliers, including their labor, environmental or other practices. Environmental regulations or changes in the supply, demand or available sources of natural resources may affect the availability and cost of goods and services necessary to run our business. Non-compliance or deliberate violations of labor, environmental or other laws by our contract manufacturer or suppliers, or a failure of these parties to follow ethical business practices, could lead to negative publicity and harm our reputation or brand.

We believe that our orders may not represent a material portion of our contract manufacturers’ total orders and, as a result, fulfilling our orders may not be a priority in the event our contract manufacturers are constrained in their capacity. If any of our contract

manufacturers experiences problems in its manufacturing operations, or if we have to change or add additional contract manufacturers, our ability to ship products to our customers would be impaired.

Additionally, any or all of the following could either limit supply or increase costs, directly or indirectly, to us or our contract manufacturers:

• labor strikes or shortages;

• financial problems of either contract manufacturers or component suppliers;

• reservation of manufacturing capacity at our contract manufactures by other companies, inside or outside of our industry;

• changes or uncertainty in tariffs, economic sanctions, and other trade barriers; and

• industry consolidation occurring within one or more component supplier markets, such as the semiconductor market.

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 products and disruptions in our supply of these components could delay or disrupt the supply of our products and affect our business, results of operations and financial condition. 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. 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, 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.

We and our contract manufacturers generally rely on short-term purchase orders rather than long-term contracts with the suppliers of components for our products, particularly chipsets. As a result, even if the components for our products (including chipsets) are available, we and our contract manufacturers may not be able to procure sufficient components at reasonable prices to build our products in a timely manner. Further, in order to minimize their inventory risk, our manufacturers might not order components from third-party suppliers with adequate lead time, thereby impacting our ability to meet our demand forecast. We may, therefore, be unable to meet customer demand for our products, which would have a material adverse effect on our business, results of operations and financial condition.

Our products, especially new products, sometimes utilize custom components available from only one or limited number of sources. When a component or product uses new technologies, capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased. Many factors may affect the continued availability of these components at acceptable prices, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. There is no assurance that the supply of such components will not be delayed or constrained.

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.

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, 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.

Additionally, the extent to which the military conflict between Russia and Ukraine or the escalating tensions between China and Taiwan may impact our business or results of operations in future periods will depend on future developments, including the severity and duration of the conflicts, their impact on regional and global economic conditions, as well as their impact on surrounding countries, including their impact on our employees and contractors in Ukraine, Taiwan, China and their surrounding countries, and its impact on global supply chains. A worsening of the conflict between Russia and Ukraine or the tensions between China and Taiwan, or the spread of either conflict to surrounding countries 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 account receivable and recognize revenue.

The global macroeconomic environment has been challenging and inconsistent caused by inflation, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, and the instability in the geopolitical environment in many parts of the world.

Inflation in the United States and the other countries that we operate has decreased from its previous elevated level, however, it is uncertain whether inflation will continue to decrease or whether it may rise again. 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, 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.

Unfavorable macroeconomic conditions, such as a recession 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 consumer spending include general market conditions, macroeconomic conditions, fluctuations in foreign exchange rates and interest rates, and other factors such as consumer confidence, the availability and cost of consumer credit, levels of unemployment and tax rates. A tighter credit market for consumer, 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 consumer 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 consumer demand could adversely affect our business, financial condition and results of operations.

We have been investing and expect to continue to invest in growth areas in our enterprise and service provider technologies, and if the return on these investments is lower or develops more slowly than we expect, our results of operations may be harmed.

We have and we may continue to invest and dedicate resources into new growth areas, such as expansion in our enterprise and service provider technologies and subscription services. However, the return on our investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments (including if our selection of areas for investment does not play out as we expect), or if the achievement of these benefits is delayed, our results of operations may be adversely affected. Additionally, as we invest and dedicate resources into new growth areas, there is no assurance that we may succeed at maintaining our competitive position in existing enterprise and service provider technologies.

To remain competitive and stimulate customer demand, we must effectively manage product introductions, product transitions and marketing.

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 consumer 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.

In addition, the introduction or announcement of new products or product enhancements may shorten the life cycle of our existing products or reduce demand for our current products, thereby offsetting any benefits of successful product introductions and potentially lead to challenges in managing inventory of existing products. Failure to complete product transitions effectively or in a timely manner could harm our brand and lead to, among other things, lower revenue, excess prior generation product inventory, or a deficit of new product inventory and reduced profitability.

In connection with introduction of new products, we may spend significant amount on advertising and other marketing campaigns, such as television, print advertising, social media and others, as well as increased promotional activities, to build brand awareness and acquire new users. While we seek to structure our advertising campaigns in the manner that we believe is most likely to encourage people to use our products and services, we may fail to identify advertising opportunities that satisfy our anticipated return on advertising spend, accurately predict customer acquisition, or fully understand or estimate the conditions and behaviors that drive customer behavior.

Our strategy for our products depends upon effectively maintaining and further developing our sales channels, including developing and supporting our retail sales channel and distributors.

We depend upon effective sales channels to reach the customers who are the ultimate purchasers of our products. We sell our products through a mix of retail channels, including our webstores, distributors, e-commerce, big box, mid-market and specialty retailers.

With some of our products, we depend on third party retailers to provide adequate and attractive placement for our products in their stores, both physical and online. We further depend on these retailers to employ, educate and motivate their sales personnel to

effectively sell our products. If our retailers do not adequately display our products, choose to reduce the space for our products in their stores or locate them in less than premium positioning, choose not to carry some or all of our products or promote competitors’ products over ours, or do not effectively explain to customers the advantages of our products, our sales could decrease and our business could be harmed. Similarly, our business could be adversely affected if any of our distributors and other retail partners were to experience financial difficulties, or change the focus of their businesses in a way that de-emphasized the sale of our products.

Our distributors generally offer products from several different manufacturers. Accordingly, we are at risk that these distributors may give higher priority to selling other companies’ products. We have limited number of distributors in certain regions, and if we were to lose the services of a distributor, we might need to find another distributor in that area and there can be no assurance of our ability to do so in a timely manner or on favorable terms. Further, our distributors build inventory in anticipation of future sales, and if such sales do not occur as rapidly as they anticipate, our distributors will decrease the size of their future product orders. We are also subject to the risks of our distributors encountering financial difficulties, which could impede their effectiveness and also expose us to financial risk if they are unable to pay for the products they purchase from us. Additionally, our international distributors buy from us in U.S. dollars and generally sell to retailers in local currency so significant currency fluctuations could impact their profitability, and in turn, affect their ability to buy future products from us.

Any reduction in sales by our current distributors, loss of key distributors or decrease in revenue from our distributors could adversely affect our revenue, results of operations and financial condition.

We may experience risks in our investments due to changes in the market, which could adversely affect the value or liquidity of our investments.

From time to time, we may maintain a portfolio of marketable securities in a variety of instruments, which may include, but not be limited to, money market funds, corporate bonds, U.S. agency bonds and commercial papers. These investments are subject to general credit, liquidity, market, and interest rate risks. As a result, we may experience a reduction in value or loss of liquidity of our investments. These market risks associated with our investment portfolio may have a negative adverse effect on our business, results of operations, and financial condition.

We maintain cash deposits in excess of federally insured limits. Adverse developments affecting financial institutions, including bank failures, could adversely affect our liquidity and financial performance.

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 ESG 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) matters, both in the United States and internationally. ESG-related initiatives, goals, and/or commitments such as those regarding environmental matters, diversity, 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, 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 Securities and Exchange Commission or other 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.

If we are unable to anticipate customer preferences and successfully develop desirable products and solutions, we might not be able to maintain or increase revenue and profitability.

Our success depends on our ability to identify and originate product trends as well as to anticipate, gauge and react to changing customer demands in a timely manner. All of our products are subject to changing preferences that cannot be predicted with certainty and lead times for our products may make it more difficult for us to respond rapidly to new or changing product or consumer preferences. If we are unable to introduce appealing new consumer products or novel technologies in a timely manner, or our new products or technologies are not accepted or adopted by customers, our competitors may increase their market share, which could hurt our competitive position. It is also possible that competitors could introduce new products and services that negatively impact

customer preference in the type of products that we supply, which could result in decreased sales of our product and a loss in market share. We may not be able to achieve an acceptable return, if any, on our research and development efforts, and our business, results of operations, liquidity and financial condition may be adversely affected. As we continually seek to enhance our products, we will incur additional costs to incorporate new or revised features. We might not be able to, or determine that it is not in our interests to, raise prices to compensate for any additional costs.

Risks Related to Our International Operations

Our business is susceptible to risks associated with operations outside of the United States.

We have operations in China, the Czech Republic, Lithuania, Poland, Latvia, Ukraine, India, Taiwan, Vietnam and elsewhere, with our operations in Taiwan and Vietnam, in particular, increasingly important to our overall business. We also sell to distributors in numerous countries throughout the world. Our operations outside of the United States subject us to risks that we generally do not face in the United States. These include:

•the burdens of complying with a wide variety of foreign laws and regulations, and the risks of non-compliance, including the increased burden of complying with anti-bribery regulations, such as the Foreign Corrupt Practices Act (“FCPA”) of the United States, and the risk associated with non-compliance with such laws;

•fluctuations in currency exchange rates;

•impact of inflation on local economies;

•import and export license requirements, tariffs, economic sanctions, contractual limitations and other trade barriers;

•increasing labor costs, especially in Vietnam and China;

•difficulties in managing the geographically remote personnel;

•the complexities of foreign tax systems and changes in their tax rates and rules;

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

•limited protection and enforcement regimes for intellectual property rights in some countries;

•business disruptions created by health crises, pandemics and outbreaks of communicable diseases, especially in China, such as the outbreak of COVID-19;

•increased financial accounting and reporting burdens and complexity; and

•political, social and economic instability in some jurisdictions, including impacts of the military conflict between Russia and Ukraine, the escalating tensions between China and Taiwan and the responses by governments worldwide to such conflicts.

Additionally, changes in the local political, social and economic environment in the countries in which we operate, including Taiwan and Ukraine and its surrounding countries, could adversely affect our operations outside of the United States, as well as our business, results of operations and financial condition.

If any of these risks were to come to fruition, it could negatively affect our business outside the United States and, consequently, our results of operations. Additionally, operating in markets outside the United States requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce anticipated levels of revenues or profitability.

Our third-party logistics and warehousing providers in Vietnam and China and elsewhere may fail to safeguard and accurately manage and report our inventory.

We use third-party logistics and warehousing providers located in Vietnam, China and other countries to fulfill a portion of our worldwide sales. We also rely on our third-party logistics and warehousing providers to safeguard and manage and report on the status of our products at their warehouse and in transit. These service providers may fail to safeguard our products, fail to accurately segregate and report our inventory, or fail to manage and track the delivery of our products, which could have a material adverse effect on our business, results of operations and financial condition.

We face significant political risks associated with doing business in mainland China and Taiwan, particularly due to the tense relationship between mainland China and Taiwan, that could negatively affect our business.

We conduct a portion of our business in mainland China and Taiwan, and our operations in mainland China and Taiwan are critical to our business. For example, we currently operate significant R&D activities and a warehousing facility in Taiwan. Accordingly, our product development, supply chain operation and overall business, financial condition and results of operations and the market price of our shares may be affected by changes in governmental policies, taxation, inflation or interest rates in mainland China and Taiwan and by social instability and diplomatic developments in or affecting mainland China and Taiwan, which are outside of our control. Relations between mainland China and Taiwan and other factors affecting military, political or economic conditions in mainland China and Taiwan, including responses by governments worldwide to the geopolitical tension or conflict between mainland China and Taiwan, could materially and adversely affect our business, financial condition and results of operations. In addition, both China and

Taiwan are leading manufacturers of the world’s semiconductor supply. Conflict between China and Taiwan might lead to trade sanctions, technology disputes, or supply chain disruptions, which could, in particular, affect the semiconductor industry, which might result in reduced availability of components used to manufacture our products, especially chipsets, which may impact our ability and costs to manufacture our products.

To the extent that we develop some of our own manufacturing capacity, we will be subject to various risks associated with such activities.

We invested in developing our own manufacturing capacity to support our product development and prototyping. To the extent that we may invest in and expand or relocate these manufacturing capabilities, and increasingly rely upon such activities, we will face increased risks associated with:

•bearing the fixed costs of these activities;

•directly procuring components and materials;

•regulatory and other compliance requirements, including import and export license requirements, tariffs, economic sanctions, contractual limitations and other trade barriers;

•exposure to casualty loss and other disruptions;

•quality control;

•labor relations; and

•our limited experience in operating manufacturing facilities.

Since these activities are currently conducted in Vietnam, Taiwan and China and could be expanded to other foreign countries, some of these risks may be more significant due to the less predictable legal and political environment. Additionally, changes in the local political, social and economic environment could adversely affect our ability and plans to develop our own manufacturing capacity.

Our business may be negatively affected by political events and foreign policy responses.

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. Changes in commodity prices may also cause political uncertainty and increase currency volatility that can affect economic activity. For example, escalating tensions between the U.S., China and other countries may result in changes in laws or regulations that will affect our ability to manufacture and sell our products. The vast majority of our products that are imported into the U.S. from China are currently subject to tariffs that range between 7.5% and 25%. These tariffs have affected our operating results and margins. Additionally, the imposition of tariffs is dependent upon the classification of items under the Harmonized Tariff System (“HTS”), the value determination of the item and the country of origin of the item. Determination of the HTS, the value and the origin of the item is a technical matter that can be subjective in nature. Accordingly, although we believe our valuation determinations and classifications of HTS and origin are appropriate, there is no certainty that government agencies will agree with us. If these agencies do not agree with our determinations, we could be subject to investigation and could be required to pay additional amounts, including potential penalties which could have a material adverse effect on our business, results of operations and financial condition.

The progress and continuation of trade negotiations between the U.S. and China continues to be uncertain and a further escalation of the trade war remains a possibility. These tariffs have, and will continue to have, an adverse effect on our results of operations and margins. We can provide no assurance regarding the magnitude, scope or duration of the imposed tariffs or the magnitude, scope or duration from any relief in increases to such tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., China or other countries, nor that any strategies we may implement to mitigate the impact of such tariffs or other trade actions will be successful.

Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any negative sentiments towards the U.S. as a result of such changes, could also adversely affect our business. For example, if the U.S. government withdraws or materially modifies existing or proposed trade agreements, places greater restriction on free trade generally or imposes increases on tariffs on goods imported into the U.S., particularly from China, our business, financial condition and results of operations could be adversely affected. In addition, negative sentiments towards the U.S. among non-U.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively.

The foreign policies of governments may be volatile and may result in rapid changes to import and export requirements, customs classifications, tariffs, trade sanctions and embargoes or other retaliatory trade measures that may cause us to raise prices, prevent us from offering products or providing services to particular entities or markets, may cause us to make changes to our operations, or create delays and inefficiencies in our supply chain. For example, political unrest and uncertainties in the Middle East, Eastern Europe and Asia Pacific, including the military conflict between Russia and Ukraine and the escalating tensions between China and Taiwan,

may lead to disruptions in commerce in those regions, which would in turn impact our sales to those regions. Furthermore, if the U.S. government imposes new sanctions against certain countries or entities, such sanctions could sufficiently restrict our ability to market and sell our products and may materially adversely affect our results of operations.

In addition, reports of certain intelligence gathering methods of the U.S. government could affect customers’ perception of the products of companies based in the United States. Trust and confidence in us as an equipment supplier is critical to the development and growth of our markets. Impairment of that trust, or foreign regulatory actions taken in response to reports of certain intelligence gathering methods of the U.S. government, could affect the demand for our products from customers outside of the United States and could have an adverse effect on our results of operations.

Our ability to introduce new products and support our existing products depends on our ability to manage geographically dispersed research and development teams.

Significant parts of our research and development operations are conducted in geographically dispersed localities. Our success depends on the effectiveness of our research and development activities. We must successfully manage these geographically dispersed teams in order to meet our objectives for new product introduction, product quality and product support. It can be difficult to effectively manage geographically dispersed research and development teams. If we fail to do so, we could incur unexpected costs or delays in product development.

Risks Related to Intellectual Property

We have limited ability to obtain and enforce intellectual property rights, and may fail to effectively obtain and enforce such rights.

Our success can depend significantly upon our intellectual property rights. We rely on a combination of patent, copyright, trademark, trade secret laws, and contractual rights to establish, maintain and protect these intellectual property rights, all of which afford only limited protection. Our patent rights, and the prospective rights sought in our pending patent applications, may not be meaningful or provide us with any commercial advantage and they could be opposed, contested, circumvented or designed around by our competitors or be declared invalid or unenforceable in legal proceedings. In addition, patents may not be issued from any of our current or future patent applications. Any failure of our patents or other intellectual property rights to adequately protect our technology might make it easier for our competitors to offer similar products or technologies.

We may fail to apply for patents on important products, services, technologies or designs in a timely fashion, or at all. We may not have sufficient intellectual property rights in all countries where unauthorized third party copying or use of our proprietary technology occurs and the scope of our intellectual property might be more limited in certain countries. Our existing and future patents may not be sufficient to protect our products, services, technologies or designs and/or may not prevent others from developing competing products, services, technologies or designs. We cannot predict the validity and enforceability of our patents and other intellectual property with certainty.

We have registered, and applied to register, certain of our trademarks in several jurisdictions worldwide. In some of those jurisdictions, third party filings exist for the same, similar or otherwise related products or services, which could block the registration of our marks. Even if we are able to register our marks, competitors may adopt or file similar marks to ours, register domain names that mimic or incorporate our marks, or otherwise infringe upon our trademark rights. Although we police our trademark rights carefully, there can be no assurance that we are aware of all third party uses or that we will prevail in enforcing our rights in all such instances. Any of these negative outcomes could impact the strength, value and effectiveness of our brand, as well as our ability to market our products. We have also registered domain names for websites, or URLs, that we use in our business, such as www.ui.com. If we are unable to protect our domain names, our brand, business, and results of operations could be adversely affected. Domain names similar to ours have already been registered in the United States and elsewhere, and we may be unable to prevent third parties from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value of, our brand or our trademarks. In addition, although we own www.ui.com and various other global top-level domains, we might not be able to, or may choose not to, acquire or maintain other country-specific URLs in which we currently conduct or intend to conduct business.

Confidentiality agreements with our employees, licensees, independent contractors and others may not effectively prevent disclosure of our trade secrets, and may not provide an adequate remedy in the event of unauthorized use or disclosure of our trade secrets. We may also fail or have failed to obtain such agreements from such persons due to administrative oversights or other reasons. Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property, such as the production of counterfeits of our products, and unauthorized registration and use of our trademarks by third parties, is a matter of ongoing concern. The steps we have taken may not prevent unauthorized use of our intellectual property. We may fail to detect infringements of, or take appropriate steps to enforce, our intellectual property rights. Our competitors might independently develop similar technology without infringing our intellectual property rights. Our inability or failure to effectively protect our intellectual property could reduce the value of our technology and could impair our ability to compete. Any inability or failure by us to

meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features.

We have initiated and may continue to initiate legal proceedings to enforce our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming, may place our intellectual property at risk of being invalidated or narrowed in scope, and may divert the efforts of our technical staff and managerial personnel.

Enforcement of our intellectual property rights abroad, particularly in China, Russia and South America, is limited.

The intellectual property protection and enforcement regimes in certain countries outside the United States are generally not as comprehensive as in the United States, and may not adequately protect our intellectual property. The legal regimes relating to the recognition and enforcement of intellectual property rights in China, Russia and South America are particularly limited. Legal proceedings to enforce our intellectual property in these jurisdictions may progress slowly, during which time infringement may continue largely unimpeded. Countries that have relatively inefficient intellectual property protection and enforcement regimes represent a significant portion of the demand for our products. These factors may make it more challenging for us to enforce our intellectual property rights against infringement. The infringement of our intellectual property rights, particularly in these jurisdictions, may materially harm our business in these markets and elsewhere by reducing our sales, and adversely affecting our results of operations, and diluting our brand or reputation.

Our contract manufacturers may not respect our intellectual property, and may produce products that compete with ours.

Our contract manufacturers operate primarily in Vietnam and China, where the prosecution of intellectual property infringement and trade secret theft is more difficult than in the United States. In the past, our contract manufacturers, their affiliates, their other customers or their suppliers have attempted to participate in efforts to misappropriate our intellectual property and trade secrets to manufacture our products for themselves or others without our knowledge. Even if the agreements with our contract manufacturers, and applicable laws, prohibit them from misusing our intellectual property and trade secrets, we may be unsuccessful in monitoring and enforcing our intellectual property rights against them. We have in the past, and may continue to discover, counterfeit goods being sold as our products or as other brands.

We operate in an industry with extensive intellectual property litigation.

Our commercial success depends in part upon us and our component suppliers not infringing intellectual property rights owned by others, and being able to resolve intellectual property claims without major financial expenditures. Our key component suppliers are often targets of intellectual property claims, and we are subject to claims as well.

There are numerous patents and patent applications in the United States and other countries relating to communications technologies. It can be difficult or impossible to conduct meaningful searches for patents relating to our technologies, or to approach third parties to seek a license to their patents. Even extensive searches for patents that may be relevant to our products may not uncover all relevant patents and patent applications. Because of the existence of a large number of patents in the networking field, the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically practical or even possible to determine in advance whether a product or any of its components infringes or will infringe on the patent rights of others. The asserted claims and/or initiated litigation can include claims against us or our manufacturers, suppliers, or customers, alleging infringement of their proprietary rights with respect to our existing or future products or components of those products. Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to develop a non-infringing technology or enter into license agreements. Where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships.

We cannot determine with certainty whether any existing or future third-party intellectual property rights would require us to alter our technologies, obtain licenses or cease certain activities. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all, or that our suppliers will indemnify us, or that any indemnification will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims settled for significant amounts.

We have received, and may in the future receive, claims from third parties, including competitors and non-practicing entities, asserting intellectual property infringement and other related claims. We expect to continue to receive such intellectual property claims in the future. As our revenues grow and our profile increases, the frequency and significance of these claims may increase.

Whether or not there is merit to a given claim, it can be time consuming and costly to defend against, and could:

•adversely affect our relationships with our current or future users, customers and suppliers;

•cause delays or stoppages in the shipment of our products;

•cause us to modify or redesign our products;

•cause us to rebrand our products or services;

•subject us to a temporary or permanent injunction;

•divert management’s attention and resources;

•subject us to significant damages or settlements;

•cause us to give up some of our intellectual property;

•require us to enter into costly licensing agreements; or

•require us to cease offering certain of our products or services.

Some of our competitors may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies and other third-party non-practicing entities that focus on extracting royalties and settlements by enforcing patent rights may target our component suppliers, manufacturers, us, our distributors, members of our sales channels, our network operators and service providers, or other purchasers of our products. These companies typically have little or no product revenues and therefore our patents may provide little or no deterrence against such companies filing patent infringement lawsuits against our component suppliers, manufacturers, us, our distributors, members of our sales channels, network operators and service providers, or other purchasers of our products.

In addition to liability for monetary damages against us or, in certain circumstances, against end users of our products, we may be prohibited from developing, commercializing or continuing to provide certain of our products unless we obtain licenses from the holders of the patents or other intellectual property rights. We cannot assure you that we will be able to obtain any such licenses on commercially reasonable terms, or at all. If we do not obtain licenses, our business, results of operations and financial condition could be materially affected and we could, for example, be required to cease offering our products or be required to materially alter our products, which could involve substantial costs and time to develop.

The production of counterfeit versions of our products may reduce our sales levels and damage our brand.

We have in the past and continue to discover counterfeit versions of our products. Although we have taken steps to combat counterfeiting, it is difficult or impossible to detect or prevent all instances of counterfeiting. Particularly if the quality of counterfeit products is poor, damage could be done to our brand. Counterfeit sales, to the extent they replace otherwise legitimate sales, could also adversely affect our operating results. Combating counterfeiting is difficult and expensive, and may not be successful, especially in countries that have a relatively weak legal regime for the protection of intellectual property.

We use open source software in our products that may subject source code to public release or require us to re-engineer our products.

We use open source software in certain of our products, and may use more open source software in the future. There have been claims challenging the ownership of software and claims of copyright infringement against companies that use open source software in the development of their products. We could become subject to claims regarding the ownership of what we believe to be our proprietary software and claims of copyright infringement.

Usage of open source software can also lead to greater risks than the use of third-party commercial software, because open source licensors generally do not provide warranties or controls on origin of the software.

Some open source licenses contain requirements that users make available and license the source code for the modifications or derivative works that they create based upon the open source software. If we combine our proprietary software with open source software we could, in some circumstances, be required to release our proprietary source code publicly or license such source code on unfavorable terms or at no cost. That could significantly diminish the value of some of our products and negatively affect our business.

We are incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance, and reputational risks.

Recent technological advances in artificial intelligence (AI) and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer. At the same time, use of AI has recently become the source of significant media attention and political debate. The introduction of these technologies, particularly generative AI, into internal processes, new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such

technologies. We also face risks of competitive disadvantage if our competitors more effectively use AI to create new or enhanced products or services that we are unable to compete against.

Risks Related to Our Management and Structure

We are reliant on our founder and Chief Executive Officer, Robert J. Pera, and the departure or loss of Mr. Pera or other key personnel would disrupt our business.

Our success and future growth depend on the skills, working relationships and continued services of our founder, Chairman and Chief Executive Officer, Robert J. Pera, as well as the other members of our management team. We do not maintain any significant key person insurance with regard to any of our personnel. Mr. Pera, in particular, is central to our product development efforts and overall strategic direction. The departure or loss of Mr. Pera or any of the other members of our management team and the inability to identify and hire a qualified replacement timely would adversely affect our business, results of operations and financial condition. Our business model relies in part on leanly staffed, independent and efficient research and development teams. Our research and development teams are organized around small groups or individual contributors for a given platform, and there is little overlap in knowledge and responsibilities. In the event that we are unable to retain the services of any key contributors or are unable to identify and attract additional contributors, we may be unable to bring our products or product improvements to market in a timely manner, if at all, due to disruption in our development activities.

Our future success also depends on our ability to attract, retain and motivate our management and skilled personnel. Competition for personnel exists in the industries in which we participate, particularly for persons with specialized experience in areas such as antenna design and radio frequency equipment. If we are unable to attract and retain the necessary personnel our business, results of operations and financial condition could be materially adversely affected.

We may fail to manage our growth effectively and develop and implement appropriate control systems.

We have substantially expanded our business and operations in recent periods, including increases in the number of our distributors, contract manufacturers, headcount locations and facilities. This rapid expansion places a significant strain on our managerial, administrative, and operational resources. Our business model reflects our decision to operate with streamlined infrastructure, with lower support and administrative headcount. This may increase the risks associated with managing our growth, and we may not have sufficient internal resources to adapt or respond to unexpected challenges and compliance requirements.

Our profitability may decline as we expand into new product areas.

We receive a substantial majority of our revenues from the sale of outdoor wireless networking equipment and enterprise WLAN. As we expand into other products and services, such as video surveillance equipment, voice communication equipment, security access equipment, wireless backhaul, consumer electronics, and Software-as-a-Services, we may not be able to compete effectively with existing market participants and may not be able to realize a positive return on the investment we have made in these products or services. Entering these markets may result in increased product development costs, and our new products may have extended time to market relative to our current products. If our introduction of a new product is not successful, or if we are not able to achieve the revenues or margins that we expect, our results of operations may be harmed and we may not recover our product development and marketing expenditures.

We may also be required to add a traditional direct sales force and customer support personnel to market and support new or existing products, which would cause us to experience substantially lower product margins or increase our operating expenses. Adding a traditional direct sales force or customer support personnel would reduce our operating income and may not be successful.

Our operating expenses are increasing as we make expenditures to enhance and expand our operations.

Over the past several years, we have increased our expenditure on infrastructure to support our anticipated growth. We are continuing to make significant investments in information systems, hiring more administrative personnel, using more professional services and expanding our operations outside the United States. We intend to make additional investments in systems and personnel and continue to expand our operations to support anticipated growth in our business. As a result, we expect our operating expenses to increase.

In addition, we may need in the future to build a traditional direct sales force to market and sell our products or provide additional resources or cooperative funds to our distributors. Such changes to our existing sales model would likely result in higher selling, general and administrative expenses as a percentage of our revenues.

We rely on third-party software and services to conduct our enterprise resource planning, financial planning and analysis, and financial reporting. We also rely on third party software and service for our computing, storage, bandwidth, and other services. Any disruption of or interference with these services would negatively affect our operations and seriously harm our business.

We currently use NetSuite and other software and services to conduct our order management and financial processes. The availability of this service is essential to the management of our business. As we expand our operations, we expect to utilize additional systems

and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time consuming and costly to qualify and implement these relationships.

We rely on third party service providers, such as G-Suite, Google Cloud and Amazon Web Services, to provide distributed computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. Any transition of the cloud services currently provided by these service providers to another cloud provider would be difficult to implement and will cause us to incur significant time and expense. If our existing cloud service providers experience interruptions in service regularly or for a prolonged basis, or other similar issues, our business would be seriously harmed. Additionally, our existing cloud service providers have broad discretion to change and interpret its terms of service and other policies with respect to us, and they may take actions beyond our control that could harm our business.

Our ability to manage our business would suffer if one or more of our providers suffer an interruption in their business, or experience delays, disruptions or quality control problems in their operations, or we have to change or add additional systems and services. We may not be able to control the quality of the systems and services we receive from third party service providers, which could impair our financial reporting and may negatively impact our business, results of operations and financial condition.

Our debt levels could adversely affect our ability to raise additional capital to pay dividends, repurchase our shares of common stock and fund our operations or limit our ability to react to changes in our industry or the economy.

As of June 30, 2024, our balance outstanding under the Amended Credit Agreement for our Term Facilities and Revolving Facility (each as defined herein), was $533.1 million and $175.0 million, respectively. In the future we may need to raise additional capital to finance our payment of dividends or repurchase shares of our common stock and fund our growth and operational goals. If additional financing is not available when required or on acceptable terms, we may not be able to pay dividends, repurchase shares of common stock, expand our business, develop or enhance our products, take advantage of business opportunities or respond to competitive pressures, which could result in lower revenues and reduce the competitiveness of our products.

In addition, any potential debt level increases could have important consequences, including:

•requiring a substantial portion of cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flows to fund our operations and capital expenditures, pay dividends, repurchase shares of our common stock and pursue business opportunities;

•increasing our vulnerability to general industry and economic conditions;

•limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures;

•limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

•limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to competitors who are less highly leveraged or have access to more capital.

If we are unable to integrate future acquisitions successfully, our business, results of operations and prospects could be harmed.

We may make acquisitions to improve or expand our product offerings. Our future acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions. These transactions involve numerous risks, including:

•difficulties or delays in integrating and managing the operations, systems, technologies, personnel and products of the companies we acquire, particularly in light of our lean organizational structure;

•diversion of our management’s attention from normal daily operation of our business;

•our inability to maintain the key business relationships and the brand equity of the businesses we acquire;

•our inability to retain key personnel of the acquired business, particularly in light of the demands we place on individual contributors;

•uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

•our dependence on unfamiliar affiliates and partners of the companies we acquire;

•insufficient revenues to offset our increased expenses associated with acquisitions;

•our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and

•our inability to maintain internal standards, controls, procedures and policies, particularly in light of our lean organizational structure.

We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. Completing acquisitions could consume significant amounts of cash. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will likely experience dilution, and if we finance future acquisitions with debt funding, we will incur interest expense and may have to comply with covenants and secure that debt obligation with our assets.

Our investments in new businesses, products, services, technologies, joint ventures and other strategic transactions are inherently risky, and could disrupt our current operations.

We have invested and expect to continue to invest in new businesses, products, services, technologies, joint ventures and other strategic initiatives. These investments may involve significant risks and uncertainties, including insufficient revenues from such investments to offset any new liabilities assumed and expenses incurred in connection with these new investments, inadequate return of or loss of our investments, distraction of management from current operations, and unidentified issues not discovered in our due diligence of such investments that could cause us to fail to realize the anticipated benefits of such investments and incur unanticipated costs, expenses and liabilities. Because these investments are inherently risky, no assurance can be given that such investments will be successful and will not adversely affect our reputation, business prospects, results of operation and financial condition.

Compliance with conflict mineral disclosure requirements necessitates additional compliance cost and may create reputational challenges.

Pursuant to Section 1502 of the Dodd-Frank Act, United States publicly-traded companies are required to disclose use or potential use of certain minerals and their derivatives, including tantalum, tin, gold and tungsten, that are mined from the Democratic Republic of Congo and adjoining countries and deemed conflict minerals.

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.

Risks Related to Our Common Stock

Our Chief Executive Officer owns a majority of our common stock.

Robert J. Pera, our founder, Chairman, and Chief Executive Officer, is able to exercise voting rights with respect to a majority of the voting power of our outstanding stock and therefore has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage certain potential investors from acquiring our common stock and might harm the trading price of our stock. In addition, Mr. Pera has the ability to control the management and major strategic investments of our company as a result of his position as our Chief Executive Officer and his ability to control the election or replacement of our directors. In the event of his death, the shares of our stock that Mr. Pera owns will be transferred to his successors, who may desire or be required to sell a significant portion of such shares. As a board member and officer, Mr. Pera owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Pera is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

As of August 23, 2024, 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.

Not paying cash dividends to our stockholders, or repurchasing shares of our common stock could cause the market price for our common stock to decline.

Our payment of cash dividends is subject to, among other things, declaration by the Board of Directors of the Company, our financial position and results of operations, available cash and cash flow, capital requirements, our obligations, contingent liabilities, applicable corporate legal requirements, and other factors. If the Company fails to meet expectations related to dividends, its stock price may decline, which could have a material adverse impact on investor confidence and employee retention. These and other factors may also

affect our ability to repurchase shares of our common stock. Failure to pay cash dividends could cause the market price of our common stock to decline. Failure to repurchase shares of our common stock could also result in a lower market price of our common stock.

Fluctuations in our results of operations could cause the market price of our common stock to decline.

Our quarterly results of operations fluctuate significantly due to a variety of factors, many of which are outside of our control and are difficult or impossible to predict. We expect our results of operations will continue to fluctuate. You should not rely on our past results as an indication of our future performance. If our revenues or results of operations fall below the expectations of investors or securities analysts, or below any estimates we may provide to the market, the price of our common stock would likely decline substantially, which could have a material adverse impact on investor confidence and employee retention. Our common stock has experienced substantial price volatility since our initial public offering. In addition, the stock market as a whole has experienced major price and volume fluctuations that have affected the stock price of many technology companies in ways that may have been unrelated to these companies’ operating performance.

Factors that could cause our results of operation and stock price to fluctuate include:

•varying demand for our products due to the financial and operating condition of our distributors and their customers, distributor inventory management practices and general economic conditions;

•shifts in our fulfillment practices including increasing inventory levels as part of efforts to decrease our delivery lead times;

•failure of our suppliers to provide components;

•failure of our contract manufacturers and suppliers to meet our demand;

•success and timing of new product introductions by us, and our competitors;

•increased warranty costs;

•announcements by us or our competitors regarding products, promotions or other transactions;

•costs related to legal proceedings or responding to government inquiries;

•our ability to control and reduce product costs; and

•expenses of our entry into new markets.

In addition, our business may be subject to seasonality, although our recent growth rates and timing of product introductions may have historically masked our seasonal changes in demand. For example, our products may be subject to general seasonal spending trends associated with holidays.

Risks Related to Regulatory, Legal and Tax Matters

We are subject to export control and economic sanctions laws in the United States and elsewhere which could impair our ability to compete in international markets and subject us to liability if we do not comply with applicable laws.

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.

In May 2011, we filed a self-disclosure statement with the U.S. Commerce Department, Bureau of Industry and Security’s (“BIS”) Office of Export Enforcement (“OEE”) relating a review conducted by us regarding certain export transactions from 2008 through March 2011 in which products may have been later sold into Iran by third parties. In June 2011, we also filed a self-disclosure statement with the U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) regarding these compliance issues. We resolved the matters described in our self-disclosures with the BIS and OFAC, and have taken significant steps towards ensuring our compliance with export control regulations and embargoes. It is, however, possible that violations may occur in the future. If violations should occur in the future, the response of regulators may be more severe in light of prior compliance concerns.

In addition to U.S. export regulations, various other countries regulate the import of certain encryption technology and products, and these laws could limit our ability to distribute our products or our customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations may create delays in the introduction of our products in other countries, prevent our customers with international operations from deploying our products or, in some cases, prevent the transfer of our products to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations, could negatively impact our ability to sell our products to existing customers or the ability of our current and potential distributors, network operators and service providers outside the United States.

Even though we take precautions to prevent our products from being provided to targets of U.S. sanctions, our products, including our firmware updates, could be provided by our distributors, resellers and/or end users despite such precautions. Any such provision could

have negative consequences, including government investigations, penalties and reputational harm. Our failure or inability to obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our revenue.

Existing and new regulations, changes in existing regulations, or the enforcement of any regulations related to our products may result in unanticipated burdens, reduced demand, costs and liabilities and could materially and adversely affect our financial condition, results of operations, and our brand.

Our products are subject to governmental regulations in a variety of jurisdictions. In order to achieve and maintain market acceptance, our products must continue to comply with these regulations as well as a significant number of industry standards. For example, our wireless communication products operate through the transmission of radio signals, and radio emissions are subject to regulation in the United States and in other countries in which we do business. In the United States, various federal agencies including the Center for Devices and Radiological Health of the Food and Drug Administration, the Federal Communications Commission, the Occupational Safety and Health Administration and various state agencies have promulgated regulations that concern the use of radio/electromagnetic emissions standards. Member countries of the European Union and other countries have enacted similar standards concerning electrical safety and electromagnetic compatibility and emissions, and chemical substances and use standards.

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.

Our failure to comply with U.S. and foreign laws related to privacy, data security, cybersecurity and data protection, such as the E.U. Data Protection Directive and China Cybersecurity Law, could adversely affect our financial condition, results of operations, and our brand.

We are or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data security, cybersecurity and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us and our business, including our webstore sales, are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often have changes in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions. The costs of compliance with, and other burdens imposed by, these regulations may limit the use and adoption of our products and services and could have an adverse impact on our business, results of operations and financial condition.

For example, in April 2016, the E.U. Parliament approved a new data protection regulation, known as the General Data Protection Regulation (“GDPR”), which came into force on May 25, 2018. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are different than those previously in place in the European Union, and that include significant penalties for non-compliance. Another example, in November 2016, the Standing Committee of

China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which took effect in June 2017. The CSL is the first Chinese law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. More recently, the Personal Information Security Specification went into effect in October 2020, which has broad but uncertain applications and imposes a number of new privacy and data security obligations. China is also implementing new legislation on the protection of privacy and personal data, including a Personal Information Protection Law and a Data Security Law, each of which went into effect in September 2021 and may impose new obligations on us.

Additionally, California enacted the California Consumer Privacy Act, as amended (the “CCPA”) that, among other things, requires covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information. The CCPA took effect on January 1, 2020 with the privacy provisions enforceable by the California Attorney General as of July 1, 2020, and the regulations becoming enforceable as of August 1, 2020. The CCPA was significantly expanded on January 1, 2023, when the California Privacy Rights Act (“CPRA”) became effective. The CPRA amendments, among other things, give California residents the ability to limit use of certain sensitive personal information, further restrict the use of cross-contextual advertising, establish restrictions on the retention of personal information, expand the types of data breaches subject to the CCPA’s private right of action, provide for increased penalties for CCPA violations concerning California residents under the age of 16, and establish a new California Privacy Protection Agency to implement and enforce the new law. In addition, data privacy and security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts. For example, states such as Colorado, Connecticut, Delaware, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Virginia, and Utah have enacted their own data privacy laws. Given the recent implementation of these regulations, we cannot yet predict the impact of these regulations on our business or operations.

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, or negative publicity, and could have an adverse effect on our brand, results of operations and financial condition.

Governments are continuing to focus on privacy, cybersecurity, data protection and data security and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding our employees’ and users’ data could require us to modify our business, services and products features, possibly in a material manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs.

Government regulations designed to protect personal privacy may make it difficult for us to sell our products.

Our products may transmit and store personal information. The handling of such information is increasingly subject to regulations in numerous jurisdictions around the world. These regulations are typically intended to protect the privacy and security of personal information that is collected, stored and transmitted in or from the governing jurisdiction. In addition, because various foreign jurisdictions have different regulations concerning the storage and transmission of personal information, we may face unknown requirements that pose compliance challenges in new geographic markets that we seek to enter. Our efforts to protect the privacy of information may also fail if our encryption and security technology is inadequate or fails to operate as expected. The difficulties in complying with privacy and data protection regulations could subject us to costs, delayed product launches, liabilities or negative publicity that could impair our ability to maintain or expand our operations into some countries and therefore limit our future growth.

The vast majority of our products rely on the availability of specific unlicensed radio frequency spectrum.

The vast majority of our products operate in unlicensed radio frequency (“RF”) spectrum, which is used by a wide range of devices such as cordless phones, baby monitors, and microwave ovens, and is becoming increasingly crowded. If such spectrum usage continues to increase through the proliferation of consumer electronics and products competitive with ours, and others, the resultant higher levels of clutter and interference in the frequency bands used by our products could decrease the usage of our products. Our business could be further harmed if currently unlicensed RF spectrum becomes subject to licensing in the United States or elsewhere. Network operators and service providers that use our products may be unable to obtain licenses for RF spectrum at reasonable prices or at all. Even if the unlicensed spectrum remains unlicensed, existing and new government regulations may require we make changes in our products. For example, to provide products for network operators and service providers who utilize unlicensed RF spectrum, we may be required to limit their ability to use our products in licensed RF spectrum. The operation of our products by network operators

or service providers in the United States or elsewhere in a manner not in compliance with local law could result in fines, operational disruption, or harm to our reputation. In addition, if new spectrums, either licensed or unlicensed, are made available by government regulatory agencies for broadband wireless communication that may disrupt the competitive landscape of our industry and impact our business.

We could be adversely affected by unfavorable results in litigation.

We may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, consumer or securities class-actions and other litigation matters relating to various claims that arise in the normal course of business and otherwise. It can be difficult or impossible to predict the outcome of legal proceedings with any degree of certainty, particularly given that laws may be ambiguous and factual findings can often be the result of incomplete evidence, opinions, varying standards or proof, and extraneous factors. Any such proceedings or matters may adversely affect how we operate the business, divert the attention of management from the operation of the business, have an adverse effect on our reputation, result in additional costs and adversely affect our results of operations. If one or more of the legal proceedings to which we may be or become a party are resolved against us, our results of operations and financial condition could be adversely affected.

We may become subject to warranty claims, product liability and product recalls.

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.

Our customers and the users of our products may expect us to indemnify them against claims for intellectual property infringement, defective products and other losses.

Our customers, users and other parties may expect us to indemnify them for losses incurred in connection with our products, including as a result of intellectual property infringement, defective products, and security vulnerabilities, even if our agreements with them do not require us to provide this indemnification. In some instances, we may decide to defend and indemnify them, irrespective of whether we believe that we have an obligation to do so. The expenses associated with providing indemnification can be substantial. We may also reject demands for indemnification, which may lead to disputes with a customer or other party and may negatively impact our relationships with them.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial condition or results of operations or safeguard our assets.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with other controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations, and prevent us from producing accurate and timely financial statements to manage our business. If we fail to do so, our business could be negatively affected and our independent registered public accounting firm may be unable to attest to the fair presentation of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. If we cannot provide reliable financial reports and effectively prevent fraud, our reputation and results of operations could be harmed. Even effective internal controls have inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. The preparation of consolidated financial statements also requires us to make estimates and assumptions. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. 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. As events continue to evolve our estimates may change materially in future periods. In addition, projections of any evaluation of effectiveness of internal control over financial reporting in future periods are subject to the risk that the control may become inadequate because of changes in conditions or a deterioration in the degree of compliance with the policies or procedures. We have in the past and may in the future fail to maintain adequate internal controls. For example, as reported in the Annual Reports on Form 10-K for the years ended June 30, 2015 and 2016, management of the Company determined that the Company did not maintain an effective control environment, which contributed to three material weaknesses in internal control over financial reporting. As described in more detail in the Annual Report on Form 10-K for the fiscal year ended June 30, 2017, under Item 9A. “Controls and Procedures”, the Company completed the remediation efforts of such material weakness, completed testing of the controls to address such material weaknesses and concluded that the previously reported material weaknesses in internal controls over financial reporting have been satisfactorily remediated as of

June 30, 2017. Any such failure (including any failure to implement new or improved controls, difficulties in the execution of such implementation or deterioration of our current control practices) may result in an inability to prevent fraud, or cause us to fail to meet our reporting obligations. Any such failures may cause a material adverse effect on our business and financial results, and investor confidence and the market price of our stock may be adversely affected.

Failure to comply with the FCPA and similar laws could subject us to penalties and other adverse consequences.

We face significant risks if we fail to comply with the FCPA and other laws (such as the U.K. Bribery Act of 2010) that prohibit improper payments or offers of payment to foreign governments and their officials and political parties by us and other business entities acting on our behalf for the purpose of obtaining or retaining business, particularly as our foreign operations, such as in Taiwan, become increasingly important to our business.

In many foreign countries, particularly in countries with developing economies, which represent our principal markets, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other laws and regulations. Although we have implemented a company policy requiring our employees and consultants to comply with the FCPA and similar laws, there can be no assurance that all of our employees, and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies, for which we may be ultimately held responsible. Any violation of FCPA or similar laws could result in severe criminal or civil sanctions and suspension or debarment from U.S. government contracting, which could have a material and adverse effect on our reputation, business, results of operations and financial condition.

Our results could be adversely affected by unfavorable tax law changes, an unfavorable government review of our tax returns, or changes in our geographic earnings mix.

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.

In the ordinary course of our business, there are many instances where the determination of tax implications is uncertain. We record a liability for unrecognized tax benefits associated with uncertain tax positions which often involves significant management judgment as to the interpretations of applicable tax laws in the jurisdictions in which we file. The final determination of our income tax liabilities by taxing authorities may be materially different than what is reflected in our income tax provisions and accruals which could materially affect our tax obligations and effective tax rate.

The legislative bodies in many jurisdictions regularly consider proposed legislation that, if adopted, could affect our tax rate in such jurisdictions, and the carrying value of our deferred tax assets or our tax liabilities. Multi-jurisdictional changes enacted in response to the guidelines provided by the Organization for Economic Cooperation and Development (“OECD”) to address base erosion and profit shifting (“BEPS”), and additional amendments or guidance regarding comprehensive U.S. tax reform, among other things, may change certain U.S. tax rules impacting the way U.S. multinationals are taxed, increase tax uncertainty and adversely impact our provision for income taxes.

As a global company, we conduct operations in multiple jurisdictions, and therefore our effective tax rate is influenced by the amounts of income and expense attributed to each such jurisdiction and the amount and type of presence in each such jurisdiction. If such amounts were to change so as to increase the amounts of our net income subject to taxation in higher tax jurisdictions, or if we were to increase our operations in jurisdictions assessing relatively higher tax rates, our effective tax rate could be adversely affected. Additionally, withholding taxes vary by jurisdiction and any changes to our operations in each jurisdiction could result in greater taxation to the company. A number of factors may affect our future effective tax rates including, but not limited to:

• the interpretation of country-by-country reports and outcome of discussions with various tax authorities regarding intercompany transfer pricing arrangements;

• changes that involve Ubiquiti’s supply chain outside of the United States;

• changes in the composition of earnings in countries or states with differing tax rates;

• the resolution of issues arising from tax audits with various tax authorities,

• changes to tax laws regarding R&D tax credits;

• changes in share-based compensation; and

• changes in tax law and/or generally accepted accounting principles.

From time to time the United States, foreign and state governments make substantive changes to tax laws and regulations. For example, in 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, which made a number of changes, including changing the taxation of certain foreign earnings and the requirement to capitalize and amortize research and development expenditures. Further, in 2022, the U.S. government enacted the Inflation Reduction Act, which made a number of changes, including adding a 1% excise tax on stock buybacks by publicly-traded corporations and a 15% corporate minimum tax for companies with higher than $1 billion of certain adjusted financial statement income. As a result of the 1% excise tax, the cost to us of making repurchases will increase. Changes in tax laws and regulations and interpretations of such laws and regulations, including taxation of earnings outside of the U.S., may materially and adversely affect our business, results of operations and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

As part of our overall enterprise risk management function, we have implemented and currently maintain various information security processes designed to assess, identify, and manage material risks from cybersecurity threats to our critical computer network, third-party hosted services, and our critical data (collectively, our “Information Systems”).

We have engaged an outside consultant that assists our efforts to prevent threats toward our Information Systems. This consultant monitors data feeds from certain of our key Information Systems. The consultant notifies and works with the Company to investigate and resolve any potential cybersecurity threats identified.

Internally, to help manage risk from potential cybersecurity threats, we require our employees to participate in mandatory cybersecurity trainings provided by a third-party specialist which focuses on building awareness of common tactics by threat actors, such as phishing. This training is provided on an annual basis.

All of our offices use our own gateway consoles, which have intrusion detection features built in. Additionally, access to our key Information Systems requires an in-office network or VPN with multi-factor authentication, and we employ additional protective measures including the use of our proprietary identity management tool. We also use third-party tools to protect our employee laptops and self-hosted servers and have implemented a public bug bounty program that helps to identify vulnerabilities in our products.

We and certain of our vendors have experienced cyber-attacks in the past and may experience cyber-attacks in the future. For example, as previously disclosed, we became aware in January 2021 that certain of our information technology systems hosted by a third-party cloud provider were improperly accessed and certain of our source code and the credentials used to access the information technology systems themselves had been compromised. We received a threat to publicly release these materials unless we made a payment, which we have not done. As a result, it is possible that the source code and other information could be publicly disclosed or made available to our competitors. Due to the nature of the source code and the other information that we believe was improperly accessed, we at this time do not believe that any public disclosure will have a material adverse effect on our business or operations, but it is impossible to gauge the precise impact of any such disclosure.

Except as described above, to date, risks from cybersecurity threats have not previously materially affected us, and we currently do not expect that the risks from cybersecurity threats are reasonably likely to materially affect us, including our business, strategy, results of operations or financial condition. For additional information about cybersecurity risks, see Item 1A. “Risk Factors.”

Governance

Role of the Board

Our Board of Directors (the “Board”) has the responsibility for the oversight of risk management, including those risks related to cybersecurity. Our Board holds strategic planning sessions with senior management to discuss strategies, key challenges, risks and opportunities for us. This involvement of our Board in setting our business strategy is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for us. Our senior management attends meetings of our Board and its committees on a quarterly basis, and as otherwise needed, and are available to address any questions or concerns raised by our Board on risk management and any other matters.

Role of Management

Our senior management, with the oversight of the Board, is responsible for the day-to-day management of the material risks we face, including those related to cybersecurity. We believe it is important to work cross functionally within the Company to manage cybersecurity risks and threats. Therefore, our cybersecurity team is made up of individuals from multiple different departments throughout the Company, including but not limited to our security, IT, R&D and legal teams. The cybersecurity team as a whole has academic degrees related to cybersecurity, technical know-how, and real-world experience managing cybersecurity incidents and risks. Material issues identified by our cybersecurity team are brought to the attention of our Chief Executive Officer and/or our Executive Vice President of Operations and Legal Affairs who in turn will update the Board, as necessary.

Item 2. Properties

Our headquarters are located in New York, NY, which we lease through September 30, 2027. In addition, we also lease office and building space around the world and within the facilities of certain suppliers for use as research and development facilities, business development and support offices, warehouses and logistics centers, and test facilities. The size and location of these properties change from time to time based on business requirements. For our research and development and business development and support personnel, we have leased offices in Taiwan, Lithuania, Latvia, Poland, India, Ukraine, the Czech Republic, the Netherlands and elsewhere, including various locations within China and the United States of America. We believe that our existing properties are in good condition and suitable for the conduct of our business.

Below are our material locations as of June 30, 2024, all of which we lease.

Location

Sq. Ft

Lease expiration

Purpose

New York

6,400

9/30/2027

Corporate Office

Taiwan

328,000

7/31/2027

R&D and Administration

Czech Republic

64,000

3/31/2029

Warehouse

Utah

72,000

6/30/2028

Warehouse and R&D

Utah

86,000

10/31/2028

Warehouse

Suzhou

93,000

6/16/2025

Manufacturing Facility

Netherlands

149,000

5/31/2036

Warehouse

Memphis

161,000

8/31/2031

Warehouse

Chicago - Schaumburg

30,000

7/31/2031

R&D and Administration

Item 3. Legal Proceedings

Information with respect to this item may be found in Note 9 in the Notes to Consolidated Financial Statements included under Part IV, Item 15 of this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Information

As of August 22, 2024, the number of record holders of our common stock, which is listed on the New York Stock Exchange under the ticker symbol "UI", was 6. Because most of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.

Stock Performance Graph

The following graph compares the cumulative total stockholder return for our common stock from July 1, 2019 to June 30, 2024, with the comparable cumulative return the NYSE Composite Index and the S&P Computer & Retail Index. The graph assumes that $100 was invested on July 1, 2019 in our common stock, the NYSE Composite Index and the S&P Computer & Retail Index and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance. This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Ubiquiti Inc., the NYSE Composite Index and the S&P 500 Computer & Electronics Retail Index

*$100 invested on July 1, 2019 in stock or index, including reinvestments of dividends.

Issuer Purchases of Equity Securities

None.

Dividends

The following tables provides information with respect to the Company’s cash dividends declared and frequency of payments during fiscal year ended June 30, 2024 and 2023:

Year ended June 30, 2024

Dividends declared date

August 25, 2023

November 2, 2023

February 5, 2024

May 7, 2024

Dividends payment date

September 11, 2023

November 20, 2023

February 26, 2024

May 28, 2024

Cash dividend paid per common stock

$0.60

Year ended June 30, 2023

Dividends declared date

August 26, 2022

November 4, 2022

January 31, 2023

May 5, 2023

Dividends payment date

September 13, 2022

November 21, 2022

February 21, 2023

May 22, 2023

Cash dividend paid per common stock

$0.60

On August 23, 2024, the Company announced that its Board of Directors declared a cash dividend of $0.60 per share payable on September 9, 2024 to shareholders of record at the close of business on September 3, 2024. The Company intends to pay regular quarterly cash dividends of at least $0.60 per share during each remaining quarter of fiscal 2025, however any future dividends will be subject to the approval of the Company’s Board of Directors. In determining whether to approve future dividends, the Company’s Board of Directors will take into account such matters as our financial position and results of operations, available cash and cash flow, capital requirements, growth opportunities, applicable corporate legal requirements, and other factors deemed relevant.

Unregistered Securities Sold During fiscal 2024

We did not sell any unregistered securities during fiscal 2024.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive Officer, who is central to our business, the majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel. We do not employ a traditional direct sales force, but instead drive brand awareness through online reviews and publications, our website, our distributors and our user community where customers can interface directly with our R&D, marketing, and support teams. Our technology platforms were designed from the ground up with a focus on delivering highly-advanced and easily-deployable solutions that appeal to a global customer base.

We offer a broad and expanding portfolio of networking products and solutions for operator-owners of wireless internet services (“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 complimentary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface. Our consumer products are targeted to the smart home and highly connected consumers. We believe that our products are differentiated due to our proprietary software, firmware expertise, and hardware design capabilities.

We distribute our products through a worldwide network of over 100 distributors and online retailers and direct to customers through our webstores.

Supply Constraints and Risks – We have experienced significant supply constraints in the past, especially during the COVID-19 pandemic. 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 military conflict between Russia and Ukraine, escalating 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.

China-Taiwan Tensions - We are monitoring the escalating tensions between China and Taiwan, and associated tensions between the U.S. and China. While the impact on our operations in Taiwan has not been material to our business or results of operations as of the date hereof, the full impact of the escalating tensions and potential 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 China-U.S. relations, including its impact on our operations in Taiwan, and its impact on global supply chains. Refer to “Part I – Item IA. Risk Factors” for a discussion of these factors and other risks.

Key Components of Our Results of Operations and Financial Condition

Revenues

We operate our business as one reportable and operating segment. Further information regarding Segments can be found in Note 13, "Segment Information, Revenues by Geography and Significant Customers," to our Consolidated Financial Statements. 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 systems revenues to this implied PCS.

We classify our revenues into two primary product categories: Enterprise Technology and Service Provider Technology.

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

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

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of distributors, and, to a lesser extent, through sales through our webstores. Sales to distributors accounted for 62% and 64% of our revenues during the years ended June 30, 2024 and 2023, respectively. Webstore sales accounted for 38% and 36% of our revenues during the years ended June 30, 2024 and 2023, respectively.

Cost of Revenues

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.

We currently operate warehouses located in the U.S., Europe and Asia Pacific. In addition, we outsource other logistics warehousing and order fulfillment functions located in Vietnam and to a lesser extent in other countries. 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.

Gross Profit

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, 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. In June 2018, the Office of the United States Trade Representative announced new proposed tariffs for certain products imported into the U.S. from China. The vast majority of our products that are imported into the U.S. from China are currently subject to tariffs that range between 7.5% and 25%. These tariffs have affected our operating results and margins. For so

long as such tariffs are in effect, we expect it 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 political events and foreign policy responses” for additional information.

Operating Expenses

We classify our operating expenses as research and development and sales, general and administrative expenses.

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

•Sales, general and administrative expenses include salary and benefit expenses, including share-based compensation, for employees and costs for contractors engaged in sales, marketing and general and administrative activities, as well as the costs associated with credit card processing fees, legal expenses, trade shows, marketing programs, promotional materials, bad debt expense, professional services, facilities, general liability insurance and travel. As our product portfolio and targeted markets expand, we may need to employ different sales models, such as building a traditional direct sales force. These sales models would likely increase our costs. Over time, we expect our sales, general and administrative expenses to increase in absolute dollars due to continued growth in headcount, expansion of our efforts to register and defend trademarks and patents and to support our business and operations.

Provisions for Income Taxes

We use the asset and liability method to account for income taxes. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. In preparing the consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. We must assess potential exposures and, where necessary, provide a reserve to cover any expected loss. To the extent that we establish a reserve, the provision for income taxes would be increased. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that tax liability is greater than our original estimate. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive income. Refer to “Part I —Item 1A. Risk Factors — Risks Related to Regulatory, Legal and Tax Matters — Changes in applicable tax regulations could negatively affect our financial results” for additional information.

Critical Accounting Policies and Estimates

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. As events continue to evolve our estimates may change materially in future periods. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Recognition of Revenues

Revenue consists of revenue from sales of hardware and the related essential software (“Products”) as well as related implied PCS. We recognize revenue when obligations under the terms of a contract with our customers are satisfied, generally, upon transfer of control of promised goods or services to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. We apply the following five-step revenue recognition model:

•Identification of the contract, or contracts with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy the performance obligation

Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered.

PCS is the right to receive, on a when-and-if available basis, future unspecified software upgrades and features relating to the product’s essential software as well as technical support and bug fixes.

We account for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Our distinct performance obligations consist mainly of transferring control of our products identified in the contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. We record a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

We record amounts billed for shipping and handling costs as revenues. We classify shipping and handling costs incurred by us as cost of revenue. Deposits payments received from distributors in advance of recognition of revenues are included in current liabilities of our balance sheet and are recognized as revenues when all the criteria for recognition of revenues are met.

Transaction price and allocation to performance obligations

Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. 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.

The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and is not considered a separate performance obligation.

Costs for research and development and sales and marketing are expensed as incurred. If the estimated life of the hardware product should change, the future rate of amortization of the revenues allocated to PCS could also change.

Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS include reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs.

Inventory and Inventory Valuation

Our inventories are comprised of finished goods and raw materials. Inventories are stated at the lower of actual cost, computed using the first-in, first-out method, or net realizable value (NRV). NRV is based upon an estimated average selling price reduced by the estimated costs of disposal. The determination of NRV involves numerous judgments including estimating average selling prices based upon recent sales. Should actual market conditions differ from our estimates, future results of operations could be materially affected. We reduce the value of our inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV. Write-downs are not reversed until the related inventory has been subsequently sold or scrapped.

The valuation of inventory also requires us to estimate excess and obsolete inventory. The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to our forecast of customer demand which is dependent on various factors and requires us to use judgment in forecasting future demand for its products. We also consider the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products. If actual market conditions are less favorable than those projected by us, additional inventory write-downs may be required, which would have a negative impact on our gross margin. If we ultimately sell inventory that has been previously written down, our gross margins in future periods would be positively impacted.

We capitalize manufacturing overhead expenditures as part of inventory costs. Capitalized costs primarily include management’s best estimate of the indirect labor, tariffs, shipping and logistics costs incurred related to inventory acquired or produced but not sold during the respective period. Manufacturing overhead costs are capitalized to inventory and are recognized as cost of revenues in future periods based on when the inventory is sold or written-down.

Income Taxes

We account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We establish valuation allowances when necessary to reduce deferred tax assets to the amount we expect to realize. The assessment of whether or not a valuation allowance is required often requires significant judgment including current operating results, the forecast of future taxable income and ongoing prudent and feasible tax planning initiatives.

In addition, our calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws. We may be subject to income tax audits in each of the jurisdictions in which we operate and, as a result, must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. Accordingly, we must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our financial condition and operating results. We reflect changes in recognition or measurement in the period in which our change in judgment occurs.

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

Results of Operations

Comparison of Years Ended June 30, 2024 and 2023


	Year ended June 30,
	2024				2023
	(In thousands, except percentages)
Revenues	$	1,928,490	100	%	$	1,940,512	100	%
Cost of revenues (1)	1,188,728		62	%	1,179,781		61	%
Gross profit	739,762		38	%	760,731		39	%
Operating expenses:
Research and development (1)	159,768		8	%	145,172		7	%
Sales, general and administrative (1)	80,997		4	%	70,993		4	%
Total operating expenses	240,765		12	%	216,165		11	%
Income from operations	498,997		26	%	544,566		28	%
Interest expense and other, net	75,169		4	%	58,224		3	%
Income before income taxes	423,828		22	%	486,342		25	%
Provision for income taxes	73,868		4	%	78,701		4	%
Net income	$	349,960	18	%	$	407,641	21	%

(1) Includes share-based compensation as follows
Cost of revenues	$	159			$	73
Research and development	4,831				3,541
Sales, general and administrative	1,368				1,120
Total share-based compensation	$	6,358			$	4,734

Revenues

Total revenues decreased $12.0 million, or 0.6%, from $1,940.5 million in fiscal 2023 to $1,928.5 million in fiscal 2024. The decrease in revenue was driven by a decrease in revenue from both our Enterprise Technology platform and our Service Provider Technology platform. During fiscal year ended June 30, 2024, we experienced an increase in direct sales through our webstores compared to fiscal 2023 and a corresponding decline in sales through distributors.

Revenues by Product Type


	Year ended June 30,
	2024				2023
	(in thousands, except percentages)
Enterprise Technology	$	1,617,665	84	%	$	1,621,426	84	%
Service Provider Technology	310,825		16	%	319,086		16	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%

Enterprise Technology revenues decreased $3.8 million, or 0.2%, from $1,621.4 million in fiscal 2023 to $1,617.7 million in fiscal 2024, primarily due to decline in revenue from our Enterprise Technology platform in the Europe, the Middle East, and Africa (“EMEA”) and Asia Pacific regions.

Service Provider Technology revenues decreased $8.3 million, or 2.6%, from $319.1 million in fiscal 2023 to $310.8 million in fiscal 2024, primarily due to decline in revenue in our Service Provider Technology platform in South America and Asia Pacific regions.

Revenues by Geography

We have determined the geographical distribution of our product revenues based on our customers’ ship-to destinations. A majority of our sales are to distributors who either sell to resellers or directly to end customers, who may be located in different countries than the initial ship-to destination. The following are our revenues by geography for fiscal 2024 and fiscal 2023:


	Year ended June 30,
	2024			2023
	(in thousands, except percentages)
North America (1)	$	946,428	49%	$	922,230	48%
Europe, the Middle East and Africa	740,113		38%	759,405		39%
Asia Pacific	127,901		7%	148,502		8%
South America	114,048		6%	110,375		5%
Total revenues	$	1,928,490	100%	$	1,940,512	100%

(1) Revenue for the United States was $881.0 and $855.3 in fiscal 2024 and fiscal 2023, respectively.

North America

Revenues in North America increased $24.2 million, or 2.6%, from $922.2 million in fiscal 2023 to $946.4 million in fiscal 2024. The year-over-year increase was due to increased revenue from both our Enterprise Technology products and Service Provider Technology products.

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

Revenues in EMEA decreased $19.3 million, or 2.5%, from $759.4 million in fiscal 2023 to $740.1 million in fiscal 2024. The year-over-year decrease was due to a decline in revenues from our Enterprise Technology products, partially offset by an increase in revenue from our Service Provider Technology products.

Asia Pacific

Revenues in the Asia Pacific region decreased $20.6 million, or 13.9%, from $148.5 million in fiscal 2023 to $127.9 million in fiscal 2024. The year-over-year decrease was due to a decline in revenues from both our Enterprise Technology products and Service Provider Technology products.

South America

Revenues in South America increased $3.7 million, or 3.3%, from $110.4 million in fiscal 2023 to $114.0 million in fiscal 2024. The year-over-year increase was due to increased revenues from Enterprise Technology products, partially offset by decreased revenue from Service Provider Technology products.

Gross Profit Margin

Gross profit margin decreased to 38.4% in fiscal 2024 from 39.2% in fiscal 2023. The decline in gross profit margin for fiscal 2024 as compared to fiscal 2023 was primarily driven by incremental excess and obsolete inventory charges and warehouse-related operating expenses, partially offset by lower shipping costs and lower tariffs.

Operating Expenses

Research and Development

R&D expenses increased $14.6 million, or 10.1%, from $145.2 million in fiscal 2023 to $159.8 million in fiscal 2024. As a percentage of revenues, R&D expenses increased from 7% in fiscal 2023 to 8% in fiscal 2024. The increase in R&D expense for fiscal 2024 versus fiscal 2023 was primarily driven by higher prototype-related expenses and employee-related expenses.

Sales, General and Administrative

Sales, general and administrative (“SG&A”) expenses increased $10.0 million, or 14.1%, from $71.0 million in fiscal 2023 to $81.0 million in fiscal 2024. As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 2023 and 2024. The increase in fiscal 2024 SG&A expenses as compared to fiscal 2023 was primarily driven by higher fees associated with webstore credit card processing, marketing expenses, employee-related expenses and professional fees.

Interest Expense and Other, net

Interest expense and other, net ("I&O") expenses increased $16.9 million, or 29.1%, from $58.2 million in fiscal 2023 to $75.2 million in fiscal 2024. As a percentage of Revenue, I&O expense increased from 3% in fiscal 2023 to 4% in fiscal 2024. The increase in I&O expense for fiscal 2024 as compared to fiscal 2023 was primarily driven by higher interest expense due to increased levels of average debt outstanding and higher interest rates.

Provision for Income Taxes

Our provision for income taxes decreased 6.1% from $78.7 million for fiscal 2023 to $73.9 million for fiscal 2024. Our effective tax rate increased to 17.4% in fiscal 2024 as compared to 16.2% for fiscal 2023. The change in effective tax rates for fiscal 2024 as compared to fiscal 2023 was primarily driven by changes in the mix of income earned in various tax jurisdictions.

During 2021 the Organization for Economic Co-operation and Development (OECD) announced an agreed-upon framework for its members to implement a global minimum corporate tax of 15% for multinational enterprises, commonly referred to as Pillar Two. Many countries have already proposed or enacted legislation to implement elements of the framework which will apply to Ubiquiti beginning in fiscal year 2025. While we are monitoring developments and evaluating the potential impact on future periods, we do not expect Pillar Two to have a significant impact on our fiscal year 2025 financial results. As additional jurisdictions enact Pillar Two legislation, transactional rules lapse, and other provisions of the minimum tax legislation become effective in our fiscal year 2026, we anticipate that our effective tax rate and cash tax payments may increase in future years.

Comparison of Year Ended June 30, 2023 and 2022

Pursuant to Regulation S-K item 303, a detailed review of our fiscal 2023 performance compared to our fiscal 2022 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, 2023 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, filed with the SEC on August 25, 2023.

Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity are cash and cash equivalents, cash generated by operations and the availability of additional funds under the Facilities (as defined herein). We had cash and cash equivalents of $126.3 million and $114.8 million at June 30, 2024 and 2023, respectively.

Consolidated Cash Flow Data

The following table sets forth the major components of our consolidated statements of cash flows data for the periods presented (in thousands):


	Year ended June 30,
	2024		2023
Net cash provided by (used in) operating activities	$	541,516	$	(145,428)
Net cash used in investing activities	(11,975)		(20,934)
Net cash (used in) provided by financing activities	(518,025)		144,964
Net increase (decrease) in cash and cash equivalents	$	11,516	$	(21,398)

Cash Flows from Operating Activities

For fiscal 2024 the net cash provided by operating activities was $541.5 million, primarily due to net income of $350.0 million, and the benefit of decreasing inventories by $250.7 million and non-cash adjustments of $59.5 million. These cash inflows were partially offset by other changes in operating assets and liabilities that resulted in net cash outflows of $118.6 million. This net change in operating assets and liabilities consisted primarily of a $70.5 million decrease in accounts payable and accrued liabilities, a $17.1 million decrease in income taxes payable, a $18.3 million increase in vendor deposits, a $17.6 million increase in prepaid expenses and other assets partially offset by a $6.6 million increase in deferred revenues.

For fiscal 2023 the net cash used in operating activities was $145.4 million, primarily due to a significant increase in inventory and to a lesser extent, increases in vendor deposits and accounts receivable. The key uses of cash resulting in the net cash outflow from operations was a $487.9 million increase in inventory, a $39.5 million increase in vendor deposits and a $48.2 million increase in accounts receivable, partially offset by $407.6 million of net income. The increase in inventories is a result of the strategic decision to secure inventory while components were available in an effort to increase product availability. The increase in account receivable is a result of higher sales.

Cash Flows from Investing Activities

We used $12.0 million of cash in investing activities during fiscal 2024. Our investing activities consisted primarily of $12.0 million of capital expenditures.

We used $20.9 million of cash in investing activities during fiscal 2023. Our investing activities consisted primarily of $20.9 million of capital expenditures and purchase of intangible assets.

Cash Flows from Financing Activities

We had cash outflows of $518.0 million from financing activities during fiscal 2024, which primarily consisted of repayments of debt and payment of common stock dividends. During fiscal 2024, we repaid $215.0 million on our Revolving Facility, $157.5 million on our Term Loan Facilities, and paid $145.1 million for dividends on our common stock. See Note 7 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities.

We had cash inflows of $145.0 million from financing activities during fiscal 2023. During fiscal 2023, in order to support the increase in inventories, we borrowed a net of $291.9 million under our facilities. We also paid $145.0 million for dividends on our common stock and debt issuance costs of $1.2 million. During fiscal 2023 we increased the size of our facility to include an additional $250.0 million term loan. The proceeds from this new term loan were used to repay a portion of the outstanding revolver loans under the revolving facility. See Note 7 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities.

Liquidity

We believe our existing cash and cash equivalents, in addition to the ability to draw cash under the Revolving Facility, if needed, will be sufficient to meet our near-term working capital requirements, dividends, and capital expenditure needs for the next twelve months, as well as 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 Facilities or other sources of liquidity to continue to meet our needs. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products, management of inventory and vendor deposits, the availability of additional funds under the Facilities 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 can contribute to potential payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the availability of financing credit as well as other segments of the credit markets. See “Part I-Item 1A. Risk Factors – Risks Related to Our Business and Industry - Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as our customers and suppliers, are located in areas likely to be subject to natural disasters, public health problems, military conflicts and geopolitical tensions, which could adversely affect our business, results of operations and financial condition” and “Part I-Item 1A. Risk Factors – Risks Related to Our Business and Industry - General global economic downturns and macroeconomic trends, including inflation or slowed economic growth, may negatively affect our customers and their ability to purchase our products. A downturn or such other trends may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our ability to collect account receivable and recognize revenue," for additional information. We expect to continue to maintain financing flexibility in the current market conditions. However, due to the rapidly evolving global situation, it is not possible to predict whether unanticipated consequences of global economic downturns and macroeconomic trends are reasonably likely to materially affect our liquidity and capital resources in the future.

Warranties and Indemnifications

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

and labor. 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, OEM or other business partner against any claim brought by a third-party to the extent any such claim alleges that a Ubiquiti product infringes a patent, copyright or trademark or violates any other proprietary rights of that third-party. 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.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a Directors and Officers insurance policy that limits our potential exposure for our indemnification obligations to our directors, officers and certain other employees. We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of June 30, 2024 or 2023.

Based upon our historical experience and information known as of the date of this Annual Report on Form 10-K, we do not believe it is likely that we will have material liability for the above indemnities as of June 30, 2024.

Contractual Obligations and Off-Balance Sheet Arrangements

Our contractual obligations represent material expected or contractually committed future payment obligations. We believe that we will be able to fund these obligations through our existing cash and cash equivalents, cash generated from operations and the availability of additional funds under the Facilities.

Purchase Obligations

We subcontract with third parties to manufacture our products and supply key components. As of June 30, 2024 we had $981.7 million of purchase commitments with these third parties. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2024. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties. In addition, we may be subject to additional purchase obligations to our contract manufacturers for supply agreements and components ordered by them based on manufacturing forecasts we provide them each month. See Note 9 – Commitments and Contingencies of the Notes to our Consolidated Financial Statements, included in Part IV, Item 15, of this Annual Report on Form 10-K for future payment commitments under purchase commitments as of June 30, 2024.

Transition Tax

We have obligations of $50.6 million as of June 30, 2024, related to the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. Payment of these obligations are expected to be $22.5 million for fiscal 2025 and $28.1 million for fiscal 2026. These obligations are included within Income tax payable and Long-term taxes payable on our consolidated balance sheets.

Other Obligations

As of June 30, 2024, we have other obligations of $6.1 million which consisted primarily of commitments related to research and development projects.

Unrecognized Tax Benefits

As of June 30, 2024, we had $33.0 million of unrecognized tax benefits and an additional $4.8 million of accrued interest classified as non-current liabilities. At this time, we are unable to make a reasonably reliable estimate of timing of payments in individual years in connection with these tax liabilities.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2 to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

We had cash and cash equivalents of $126.3 million and $114.8 million as of June 30, 2024 and 2023. Cash and cash equivalents includes securities that have a maturity of three months or less at the date of purchase. These amounts were held primarily in cash deposit accounts in U.S. dollars. The fair value of our cash and cash equivalents would not be significantly affected by either a 10% increase or decrease in interest rates due mainly to the short-term nature of these instruments.

Debt

We are exposed to interest rates risks primarily through borrowing under our credit facility. Interest on our borrowings is based on variable rates. Based on a sensitivity analysis, as of June 30, 2024, an instantaneous and sustained 200-basis-point increase in interest rates affecting our floating rate debt obligations, and assuming that we take no counteractive measures, would result in an incremental charge to our income before income taxes of approximately $14.2 million over the next twelve months.

Foreign Currency Risk

Certain of our sales, labor and other costs included in costs of revenue and operating expenses are denominated in the currencies of the countries in which our operations are located and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Chinese Yuan, Euro, and Taiwan Dollar. A 10% appreciation or depreciation in the value of the U.S. dollar relative to the other currencies in which our revenue and expenses are denominated would result in a charge or benefit to our income before income taxes of approximately $1.9 million for fiscal year June 30, 2024.

We have certain bank accounts outside the US, which are denominated in the currencies of the countries in which our operations are located, and may be subject to fluctuations due to changes in foreign currency exchange rates , particularly changes in the Chinese Yuan, Euro, and Taiwan Dollar. A 10% appreciation or depreciation in the value of the U.S. dollar relative to the other currencies in which bank accounts as at June 30,2024 are denominated would result in a charge or benefit to our income before income taxes of approximately $ 4.7 million for fiscal year June 30, 2024.

Item 8. Financial Statements and Supplementary Data

The response to this Item is submitted as a separate section of this Form 10-K. See Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company’s Chief Executive Officer and Chief Accounting and Finance Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Accounting and Finance Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Accounting and Finance Officer, and effected by such company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


(i)			pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii)			provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii)			provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our Chief Executive Officer and Chief Accounting and Finance Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2024.

The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2024, that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors and Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2024 fiscal year end) under the headings "Executive Officers," "Proposal One Election of Directors – Information Regarding Nominees,” "Proposal One Election of Directors - Information Regarding Continuing Directors," and “Corporate Governance.”

Item 11. Executive Compensation

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2024 fiscal year end) under the headings “Executive Compensation”, “Proposal One Election of Directors – Directors’ Compensation” and “Corporate

Governance – Compensation Committee Interlocks and Insider Participation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 with respect to security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2024 fiscal year end) under the headings “Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters,” and "Equity Compensation Plan Information."

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2024 fiscal year end) under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance—Committees of the Board of Directors.”

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2024 fiscal year end) under the headings “Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees” and “Audit Committee Pre-Approval Policies.”

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

The financial statements filed as part of this Annual Report on Form 10-K are identified in the Index to Consolidated Financial Statements on page 54 of this Annual Report on Form 10-K.

2. Financial Statement Schedules

See Item 15(c) below.

3. Exhibits

See Item 15(b) below.

(b) Exhibits

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission. Ubiquiti Inc. (the “Registrant”) shall furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request.

Exhibit
Number

Description

Incorporated by Reference from Form

Incorporated by
Reference from
Exhibit Number

Date Filed

Filed
Herewith

3.1

Third Amended and Restated Certificate of Incorporation of Ubiquiti Inc., as amended

10-K

August 21, 2019

3.2

Amended and Restated Bylaws, as amended, as of December 17, 2020

8-K

3.1

December 18, 2020

4.1

Specimen Common Stock Certificate of Ubiquiti Networks, Inc.

S-1

4.1

October 3, 2011

4.2

Registration Agreement, dated March 2, 2010, between Ubiquiti Networks, Inc. and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein.

S-1

4.2

June 17, 2011

4.3

Investor Rights Agreement, dated as of March 2, 2010, between Ubiquiti Networks, Inc. and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein.

S-1

4.3

June 17, 2011

4.4

Descriptions of the Company’s Securities

10.1

Form of Indemnification Agreement between Ubiquiti Networks, Inc. and its directors and officers.

S-1

10.1

October 3, 2011

10.2#

Amended and Restated 2010 Equity Incentive Plan and forms of agreement thereunder.

S-1

10.2

June 17, 2011

10.3#

Ubiquiti Inc. 2020 Omnibus Incentive Plan

8-K

10.1

December 11, 2020

10.4#

Employment Agreement, dated as of March 1, 2016, between Ubiquiti Networks, Inc. and Kevin Radigan.

10-K

10.6

August 22, 2016

10.5

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

S-1

10.1

June 17, 2011

10.6

Taiwan Lease, dated as of July 20, 2011, between Jin Yeoung Ji Co., Ltd. and Ubiquiti Networks International Limited, Taiwan Branch.

10-Q

10.15

November 14, 2011

10.7

Third Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among Ubiquiti Inc. as borrower, certain domestic subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as administrative agent.

8-K

10.1

April 5, 2021

10.8

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

8-K

10.1

April 7, 2023

Insider Trading Policy

21.1

List of subsidiaries of Ubiquiti Inc.

23.1

Consent of independent registered public accounting firm

31.1

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2

Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1

Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

Ubiquiti Inc. Incentive Compensation Clawback Policy

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Schema Linkbase Document

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document

104

Cover Page Interactive Date File - (formatted as Inline XBRL and contained in Exhibit 101)


#			Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.


~			In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ubiquiti Inc.

Dated:

August 23, 2024

By:

/s/ Robert J. Pera

Robert J. Pera

Chief Executive Officer and Director
(Principal Executive Officer)

Dated:

August 23, 2024

By:

/s/ Kevin Radigan

Kevin Radigan

Chief Accounting and Finance Officer
(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Robert J. Pera

Robert J. Pera

Chief Executive Officer and Director
(Principal Executive Officer)

August 23, 2024

/s/ Kevin Radigan

Kevin Radigan

Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer)

August 23, 2024

/s/ Ronald A. Sege

Ronald A. Sege

Director

August 23, 2024

/s/ Rafael Torres

Rafael Torres

Director

August 23, 2024

/s/ Brandon Arrindell

Brandon Arrindell

Director

August 23, 2024

UBIQUITI INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 185)			55

Consolidated Balance Sheets			57

Consolidated Statements of Operations and Comprehensive Income			58

Consolidated Statements of Stockholders’ Equity (Deficit)			59

Consolidated Statements of Cash Flows			60

Notes to Consolidated Financial Statements			61

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Ubiquiti Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ubiquiti Inc. and subsidiaries (the Company) as of June 30, 2024 and June 30, 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and June 30, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of excess or obsolete inventory

As discussed in Note 2 to the consolidated financial statements, the Company’s inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (NRV). The Company reduces the value of its inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV. The Company’s determination of the valuation of excess or obsolete inventory is based on a comparison of the quantity and cost of inventory on hand to anticipated demand, alternative uses, and other factors. As of June 30, 2024, the Company’s inventories totaled $462.0 million.

We identified the assessment of the valuation of certain excess or obsolete finished goods inventory as a critical audit matter. Subjective auditor judgement was required to evaluate the Company’s estimates of anticipated demand, alternative uses, and other factors, which can be affected by market and economic conditions outside the Company’s control.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s finished goods inventory valuation process. This included controls related to the development of estimates of anticipated demand of inventory. We evaluated current year estimates of anticipated demand used to determine the value of excess or obsolete inventory when they differed significantly from historical sales volumes. We selected certain inventory items and compared the Company’s prior year estimate of anticipated demand to actual sales results to assess the Company’s ability to accurately forecast.

/s/ KPMG LLP

We have served as the Company’s auditor since 2016.

New York, New York
August 23, 2024

UBIQUITI INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)


	June 30,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	126,342	$	114,826
Investments — short-term	—		109
Accounts receivable, net of allowance for doubtful accounts of $498 and $92 at June 30, 2024 and 2023 respectively	169,147		167,787
Inventories	462,032		737,121
Vendor deposits	123,461		125,227


Prepaid expenses and other current assets	35,031		21,974
Total current assets	916,013		1,167,044
Property and equipment, net	81,126		86,845
Operating lease right-of-use assets, net	47,768		57,485
Deferred tax assets	35,934		23,701

Other long-term assets	73,571		71,324
Total assets	$	1,154,412	$	1,406,399
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	51,095	$	154,157
Income taxes payable	23,475		19,309
Debt — short-term	36,508		36,508
Other current liabilities	173,713		141,845
Total current liabilities	284,791		351,819
Income taxes payable — long-term	53,599		74,880
Operating lease liabilities — long-term	37,176		46,052
Debt — long-term	669,878		1,041,381
Deferred tax liability — long-term	492		226
Other long-term liabilities	13,416		7,774
Total liabilities	1,059,352		1,522,132
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Preferred stock—$0.001 par value; 50,000,000 shares authorized; none issued	—		—
Common stock—$0.001 par value; 500,000,000 shares authorized:
60,462,539 and 60,441,896 issued and outstanding at June 30, 2024 and 2023, respectively	60		60
Additional paid–in capital	10,645		4,721

Retained earnings (deficit)	84,355		(120,514)
Total stockholders’ equity (deficit)	95,060		(115,733)
Total liabilities and stockholders’ equity (deficit)	$	1,154,412	$	1,406,399

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)


	Year ended June 30,
	2024		2023		2022
Revenues	$	1,928,490	$	1,940,512	$	1,691,692
Cost of revenues	1,188,728		1,179,781		1,021,880
Gross profit	739,762		760,731		669,812
Operating expenses:
Research and development	159,768		145,172		137,689
Sales, general and administrative	80,997		70,993		69,859
Total operating expenses	240,765		216,165		207,548
Income from operations	498,997		544,566		462,264
Interest expense and other, net	75,169		58,224		17,815
Income before income taxes	423,828		486,342		444,449
Provision for income taxes	73,868		78,701		65,792
Net income	$	349,960	$	407,641	$	378,657
Net income per share of common stock:
Basic	$	5.79	$	6.75	$	6.14
Diluted	$	5.79	$	6.74	$	6.13
Weighted average shares used in computing net income per share of common stock:
Basic	60,454		60,435		61,689
Diluted	60,458		60,451		61,723

Other comprehensive income:
Unrealized losses on available-for-sale securities	—		—		(475)
Other comprehensive loss	—		—		(475)
Comprehensive income	$	349,960	$	407,641	$	378,182

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

In thousands, except share data


	Common Stock		Additional Paid-In Capital				Retained Earnings (Deficit)	Accumulated Other Comprehensive Loss	Total Stockholders' Equity (Deficit)
		Shares	Amount		Amount				Amount		Amount		Amount
Balance at June 30, 2021		62,582,858	$	63	$	—			$	2,635	$	1	$	2,699
Net Income		—	—		—				378,657		—		378,657
Other comprehensive income (loss)		—	—		—				—		(475)		(475)
Stock options exercised		8,413	—		98				—		—		98
Restricted stock units issued, net of tax withholdings		23,107	—		(1,185)				—		—		(1,185)
Repurchase of Common Stock		(2,193,853)	(3)		(1,779)				(616,349)		—		(618,131)
Share-based compensation expense		—	—		3,516				—		—		3,516
Dividends paid on Common Stock ($2.40 per share)		—	—		—				(148,055)		—		(148,055)
Balance at June 30, 2022		60,420,525	$	60	$	650			$	(383,112)	$	(474)	$	(382,876)
Net Income		—	—		—				407,641		—		407,641
Reclassification adjustment for loss on investments included in net income		—	—		—				—		474		474

Stock options exercised		2,112	—		23				—		—		23
Restricted stock units issued, net of tax withholdings		19,259	—		(686)				—		—		(686)
Share-based compensation expense		—	—		4,734				—		—		4,734
Dividends paid on Common Stock ($2.40 per share)		—	—		—				(145,043)		—		(145,043)
Balance at June 30, 2023		60,441,896	$	60	$	4,721			$	(120,514)	$	—	$	(115,733)
Net Income		—	—		—				349,960		—		349,960


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

Share-based compensation expense		—	—		6,358				—		—		6,358
Dividends paid on Common Stock ($2.40 per share)		—	—		—				(145,091)		—		(145,091)
Balance at June 30, 2024		60,462,539	$	60	$	10,645			$	84,355	$	—	$	95,060

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

Consolidated Statements of Cash Flows

(In thousands)



	Years Ended June 30,
	2024		2023		2022
Cash Flows from Operating Activities:
Net income	$	349,960	$	407,641	$	378,657
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,251		16,292		13,689
Amortization of debt issuance costs	1,725		1,405		1,319
Non-cash lease expense	231		362		1,142
Premium amortization and (discount accretion), net	—		—		88

Provision for excess and obsolete inventory	23,905		13,391		2,413
Provision for loss on vendor deposits	20,019		(3,913)		8,907

Share-based compensation	6,358		4,734		3,516
Deferred taxes	(11,967)		(16,857)		(1,842)
Change in unrealized loss on available-for-sale securities	109		792		—
Provision for sales returns	(574)		553		1,004
Other, net	405		365		(555)
Changes in operating assets and liabilities:
Accounts receivable	(1,765)		(48,200)		52,657
Inventories	250,665		(487,922)		(29,565)
Vendor deposits	(18,253)		(39,457)		(79,034)
Prepaid expenses and other assets	(17,564)		(10,252)		1,841
Accounts payable	(103,086)		69,730		(28,686)
Income taxes payable	(17,115)		(14,041)		(10,288)
Deferred revenues	6,595		(1,321)		(3,593)
Accrued and other liabilities	32,617		(38,730)		58,589
Net cash provided by (used in) operating activities	541,516		(145,428)		370,259
Cash Flows from Investing Activities:
Purchase of property and equipment and other long-term assets	(11,975)		(20,934)		(13,468)
Purchase of investments	—		—		(1,479)
Proceeds from sale of investments	—		—		2,457
Proceeds from maturities of investments	—		—		1,310
Net cash used in investing activities	(11,975)		(20,934)		(11,180)
Cash Flows from Financing Activities:
Proceeds from borrowing under the credit facility - Term	—		250,000		—
Proceeds from borrowing under the credit facility- Revolver	—		415,000		345,000
Repayment against credit facility- Revolver	(215,000)		(345,000)		(25,000)
Repayment against credit facility- Term	(157,500)		(28,125)		(25,000)
Debt issuance costs	—		(1,205)		—
Repurchases of common stock	—		—		(618,131)
Payment of common stock cash dividends	(145,091)		(145,043)		(148,055)
Proceeds from exercise of stock options	—		23		98
Tax withholdings related to net share settlements of restricted stock units	(434)		(686)		(1,185)
Net cash (used in) provided by financing activities	(518,025)		144,964		(472,273)
Net increase (decrease) in cash and cash equivalents	11,516		(21,398)		(113,194)
Cash and cash equivalents at beginning of period	114,826		136,224		249,418
Cash and cash equivalents at end of period	$	126,342	$	114,826	$	136,224
Supplemental Disclosure of Cash Flow Information:
Income taxes paid, net of refunds	$	108,572	$	109,685	$	78,180
Interest paid	$	75,094	$	53,870	$	11,561
Non-Cash Investing and Financing Activities:
Right-of-use asset recognized	$	4,393	$	7,201	$	34,516
Unpaid property and equipment and other long-term assets	$	1,300	$	1,274	$	511

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

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

The Company operates on a fiscal year ending June 30. In these notes, Ubiquiti refers to the fiscal years ended June 30, 2024, 2023 and 2022 as fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

Basis of Presentation— The Company’s consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principle (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. The Company has reclassified certain amounts reported in the previous period to conform to the current period presentation.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition and deferred revenue; sales return reserves; inventory valuation and vendor deposits; accounting for income taxes, including the valuation allowance on deferred tax assets and reserves for uncertain tax positions. We evaluate our estimates and assumptions based on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Segments

Management has determined that it operates as one reportable and operating segment as the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker ("CODM"), does not make decisions about resources to be allocated or assess performance on a disaggregated segment basis. Further information regarding Segments can be found in Note 13, to the consolidated financial statements.

Recognition of Revenues

Revenue consists of revenue from sales of hardware and the related essential software (“Products”) as well as related implied post-contract customer support (“PCS”). We recognize revenue when obligations under the terms of a contract with our customers are satisfied, generally, upon transfer of control of promised goods or services to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. We apply the following five-step revenue recognition model:

•Identification of the contract, or contracts with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy the performance obligation

The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company’s distinct performance obligations consist mainly of transferring control of its products identified in the

contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. The Company records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

We record amounts billed for shipping and handling costs as revenues. We classify shipping and handling costs incurred by us as cost of revenue. Deposit payments received from distributors in advance of recognition of revenues are included in current liabilities of our balance sheet and are recognized as revenues when all the criteria for recognition of revenues are met.

Transaction price and allocation to performance obligations

Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The Company is directly responsible for fulfilling its performance obligations in contracts with customers and does not rely on another party to fulfill its promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling prices of the promised products or services underlying each performance obligation.

The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and are not considered a separate performance obligation.

Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS includes reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs. As of June 30, 2024 and 2023, the Company had deferred revenues of $33.7 million and $25.7 million, respectively.

Cash and Cash Equivalents

The Company considers investments purchased with a maturity period of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair value. The Company deposits cash and cash equivalents with financial institutions that management believes are of high credit quality. The Company’s cash and cash equivalents consist primarily of cash deposited in U.S. dollar denominated interest-bearing deposit accounts and money market funds. We maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits. We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or similar agencies. An immaterial portion of our cash balances are covered by FDIC insurance.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities and accounts receivable. The Company limits its exposure by primarily placing its cash in interest-bearing deposit accounts and marketable securities with high credit quality financial institutions.

The Company derives its accounts receivable from revenues earned from customers located worldwide. The Company bases credit decisions primarily upon a customer’s past credit history. If upfront deposits or prepayments are not required, customers then may be granted standard credit terms, which range from net 30 to 60 days.

The Company subcontracts with third parties to manufacture most of our products. The Company relies on the ability of these contract manufacturers to produce the products sold to its distributors. A significant portion of the Company’s products are manufactured by a few contract manufacturers.

Inventory and Inventory Valuation

The Company’s inventories are finished goods and raw materials. Inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (“NRV”). NRV is based upon an estimated average selling price reduced by the estimated costs of disposal. The determination of net realizable value involves certain judgments including estimating average selling prices based on recent sales. Should actual market conditions differ from the Company’s estimates, future results of operations could be materially affected. The Company reduces the value of its inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV. Write-downs are not reversed until the related inventory has been subsequently sold or scrapped.

The valuation of inventory also requires the Company to estimate excess and obsolete inventory. The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to the Company’s forecast of customer demand, which is dependent on various factors and requires the Company to use judgment in forecasting future demand for its products. The Company also considers the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which would have a negative impact on the Company’s gross margin. If the Company ultimately sells inventory that has been previously written down, the Company’s gross margins in future periods would be positively impacted.

The Company capitalizes manufacturing overhead expenditures as part of inventory costs. Capitalized costs primarily include management’s best estimate of the indirect labor, tariffs, shipping and logistics costs incurred related to inventory acquired or produced but not sold during the respective period. Manufacturing overhead costs are capitalized to inventory and are recognized as cost of revenues in the future periods based on when the inventory is sold or written-down.

Product Warranties

The Company offers warranties on certain products, generally for a period of one to two years, and records a liability for the estimated future costs associated with potential warranty claims. The warranty costs are reflected in the Company’s consolidated statement of operations and comprehensive income within cost of revenues. The warranties are typically in effect for 12 to 24 months from the distributor’s and webstore customer's purchase date of the product. The Company assesses the adequacy of its accrued warranty liabilities and adjusts the amounts as necessary based on historical experience factors and changes in future estimates. Historical factors include product failure rates, material usage and service delivery costs incurred in correcting product failures. In certain circumstances, the Company may have recourse from its contract manufacturers for the replacement cost of defective products, which it also factors into its warranty liability assessment.

Allowance for Credit Losses

The Company records an allowance for its estimate of expected credit losses on its trade receivables based on its assessment of various factors, including historical experience, age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect the customers’ abilities to pay.

In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its obligations to the Company, the Company records a specific allowance against amounts due from the customer, and thereby reduces the net recognized receivable to the amounts it reasonably believes will be collected.

The changes in the estimate of expected credit losses for the Company's trade receivables were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Beginning balance	$	92	$	52	$	47
Charged to expenses	406		40		5

Ending balance	$	498	$	92	$	52

Long Lived Assets

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (ASC 360), we assess potential impairments to our long-lived assets, including property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. We recognize an impairment loss when the undiscounted cash flows expected to be generated by an asset or group of assets, are less than the asset’s carrying value. Any required impairment

loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and charged to results of operations. The Company did not recognize any material impairment losses for fiscal years 2024, 2023 and 2022.

Property and Equipment

Furniture, fixtures and equipment are recorded at cost.

The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows:


						Estimated Useful Life
Testing equipment						3 to 5 years
Computer and other equipment						3 to 5 years
Furniture and fixtures						3 to 5 years
Software						up to 3 years
Corporate aircraft						15 years
Leasehold improvements						shorter of lease term or useful life

Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized in the consolidated statement of operations. Expenditures for maintenance and repairs are charged to operations as incurred.

Intangible Assets

The Company’s intangible assets consist primarily of domain name purchase and legal costs associated with application for and registration of the Company’s trademarks, which are all included in other long-term assets. The Company amortizes all definite-lived intangible assets that are subject to amortization over the estimated useful life based on economic benefit. Domain names are amortized over 15 years, while other intangible assets are generally amortized over 5 years. All patent filing and defense costs are expensed as incurred, however, to date these costs have not been significant.

Leases

The Company enters into agreements under which we lease various real estate spaces, including warehouse facilities and office space, that are generally leased under noncancelable agreements and include various renewal options for additional periods and/or have options to early terminate. At contract inception, the Company determines if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined and therefore, the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. ROU assets are determined based upon the calculated lease liability, adjusted by unamortized initial direct costs, unamortized lease incentives received and cumulative deferred or prepaid lease payments. The Company has options to renew or terminate certain leases. These options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for operating leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. Lease expense for our operating leases is recognized on a straight-line basis over the term of the lease.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

settled. The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amount it expects to realize. The assessment of whether or not a valuation allowance is required often requires significant judgment including current operating results, the forecast of future taxable income and ongoing prudent and feasible tax planning initiatives. The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company may be subject to income tax audits in all of the jurisdictions in which it operates and, as a result, must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. Accordingly, the Company must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on the Company’s financial condition and operating results. We reflect changes in recognition or measurement in the period in which our change in judgment occurs. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

Share-based Compensation

The Company measures share-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense for restricted stock units and stock options on a straight-line basis over the employee’s requisite service period. The Company did not grant any stock options during fiscal 2024, fiscal 2023 or fiscal 2022. Restricted stock units are valued based on the fair value of the Company’s common stock on the date of grant.

Commitments and Contingencies

The Company periodically evaluates all pending or threatened contingencies and any commitments, if any, that are reasonably likely to have a material adverse effect on its results of operations, financial position or cash flows. The Company assesses the probability of an adverse outcome and determines if it is remote, reasonably possible or probable. If information available prior to the issuance of the Company’s financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the Company’s financial statements, and the amount of the loss, or the range of probable loss can be reasonably estimated, then such loss is accrued and charged to operating expenses. If no accrual is made for a loss contingency because one or both of the conditions pursuant to the accounting guidance are not met, but the probability of an adverse outcome is at least reasonably possible, the Company discloses the nature of the contingency and provides an estimate of the possible loss or range of loss, or states that such an estimate cannot be made.

Foreign Currency Remeasurement

The functional currency of the Company and its subsidiaries is the U.S. dollar. For foreign operations, local currency denominated monetary assets and liabilities are remeasured at the period end exchange rates, and revenues, costs and expenses are remeasured at the average exchange rates during the fiscal year. Foreign exchange gains and losses have been immaterial to the Company’s results of operations to date.

Research and Development Costs

Research and development expenses are expensed as incurred and consist primarily of payroll and payroll-related costs and facilities costs. Research and development expenses associated with software development are typically expensed as incurred as our software is usually released to end customers immediately after technological feasibility has been established. However, the Company capitalizes development costs when material costs are incurred subsequent to technological feasibility but prior to commercial release.

Earnings Per Share

The Company applies the treasury stock method for calculating and presenting earnings per share (“EPS”). Basic EPS is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS available to common stockholders is computed by dividing the amount of net income available to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method.

Newly Adopted Accounting Standards

The Company did not adopt any new accounting standards in fiscal 2024 that were significant to the Company.

Recent Accounting Pronouncements Not Yet Effective

Segment Reporting

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis. Under this proposal, public entities will be required to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss. Additionally, current annual disclosures about a reportable segment’s profit or loss and assets will be required on an interim basis. Entities will also be required to disclose information about the CODM’s title and position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment of segment performance and deciding whether how to allocate resources. Finally, ASU 2023-07 requires all segment disclosures for public entities, even those with a single reportable segment. The amendments in ASU 2023-07 will become effective on a retrospective basis for annual disclosures in the Company's fiscal year beginning July 1, 2024, with interim period disclosures required effective with the Company's fiscal year beginning July 1, 2025. Early adoption of ASU 2023-07 is permitted. We do not expect this ASU to have a significant impact on our disclosures or results of operations, cash flows, and financial condition.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"), which amends the existing guidance relating to the annual disclosures for accounting for income taxes. ASU 2023-09 requires a public business entity to disclose a tabular rate reconciliation using specified categories and providing additional information for reconciling items that exceed a quantitative threshold. In addition, ASU 2023-09 requires the disaggregation of federal, state and foreign income taxes paid (net of funds received), with further disaggregation required for individual jurisdictions in which the income taxes paid exceed five percent of the Company's total income taxes paid. The provision for income taxes in the Company's statement of operations will also be required to be disaggregated by federal, state and foreign jurisdictions. The amendments in ASU 2023-09 will become effective for annual disclosures in the Company's fiscal year beginning July 1, 2025, with early adoption permitted. The FASB indicated ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

NOTE 3—REVENUES

Revenue is primarily generated from the sale of hardware as well as the related implied PCS.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products and PCS to our customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered.

Disaggregation of Revenue

See Note 13 “Segment Information, Revenues by Geography and Significant Customers” for disaggregation of revenue by product category and geography.

Contract Balances

The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to PCS and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company’s right to the consideration is unconditional. Our contract liabilities consist of advance payments (customer deposits) as well as billing in excess of revenue recognized primarily related to deferred revenue. We classify customer deposits as a current liability, and deferred revenue as a current or non-current liability based on the timing of when we expect to fulfill these remaining performance obligations. The current portion of deferred revenue is included in other current liabilities and the non-current portion is included in other long-term liabilities in our consolidated balance sheets.

As of June 30, 2024 and 2023, the Company’s customer deposits were $1.3 million and $1.2 million, respectively.

As of June 30, 2024, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $20.3

million and $13.4 million, respectively.

As of June 30, 2023, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $17.9 million and $7.8 million, respectively.

We expect the majority of our deferred revenue to convert to revenue in two years. For fiscal years 2024 and 2023 we recognized revenues amounting to $17.9 million and $20.8 million, respectively from previous years' deferred revenue balances.

Variable Consideration

The Company provides for rights of return to certain customers on product sales and therefore records a provision for returns related to this variable consideration based upon its historical returns experience with these customers. The Company also provides certain customers with discounts that are recorded as a reduction of revenue in the period the related product revenue is recognized and are reflected as a reduction of outstanding accounts receivable. The Company’s contracts with customers generally do not contain other forms of variable consideration, however when additional variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price.

NOTE 4—EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):


	Year ended June 30,
	2024		2023		2022
Numerator:
Net income	$	349,960	$	407,641	$	378,657
Denominator:
Weighted-average shares used in computing basic earnings per share	60,454		60,435		61,689
Add—dilutive potential common shares:
Stock options	—		—		7
Restricted stock units	4		16		27
Weighted-average shares used in computing diluted earnings per share	60,458		60,451		61,723
Net income per share of common stock:
Basic	$	5.79	$	6.75	$	6.14
Diluted	$	5.79	$	6.74	$	6.13

The Company excludes potentially dilutive securities from its diluted earnings per share calculation when their effect would be anti-dilutive to earnings per share amounts. The following table summarizes the total potential shares of common stock that were excluded from the diluted per share calculation, because to include them would have been anti-dilutive for the period (in thousands):


	Year ended June 30,
	2024	2023	2022
Restricted stock units	80	2	8

NOTE 5—BALANCE SHEET COMPONENTS

Inventories

Inventories consisted of the following (in thousands):


	June 30,
	2024		2023
Finished goods	$	387,447	$	643,499
Raw materials	74,585		93,622
Total	$	462,032	$	737,121

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30,
	2024		2023
Testing equipment	$	18,964	$	18,265
Tooling equipment	26,892		22,687
Leasehold improvements	26,264		24,968
Computer and other equipment	10,482		10,860
Software	9,375		9,421
Furniture and fixtures	1,913		1,716
Corporate aircraft	65,807		65,807
Property and equipment, gross	159,697		153,724
Less: Accumulated depreciation and amortization	(78,571)		(66,879)
Property and equipment, net	$	81,126	$	86,845

The Company recorded depreciation and amortization expense of $17.7 million, $14.7 million and $12.1 million in fiscal 2024, 2023 and 2022, respectively.

Other Long-term Assets

Other long-term assets consisted of the following (in thousands):


	June 30,
	2024		2023
Hong Kong tax deposit (1)	$	60,402	$	60,106
Intangible assets, net (2)	4,164		5,695
Other long-term assets	9,005		5,523
Total	$	73,571	$	71,324

(1) The Company expects the deposits made with Hong Kong Inland Revenue Department ("IRD") to be refunded upon completion of the audit. See Note 12 to the consolidated financial statements for additional details regarding this ongoing tax audit.

(2) Accumulated amortization was $7.5 million and $5.9 million for the periods ending June 30, 2024 and June 30, 2023, respectively.

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — short term	$	20,332	$	17,911
Accrued expenses	26,600		23,426
Lease liability — current	13,724		14,333
Warranty accrual	10,825		8,745
Accrued compensation and benefits	8,453		7,330
Customer deposits	1,283		1,211
Reserves for sales returns	3,906		4,999
Inventory received not billed	72,560		56,862
Other payables	16,030		7,028
Total	$	173,713	$	141,845

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — long-term	$	13,416	$	7,774

Total	$	13,416	$	7,774

NOTE 6—ACCRUED WARRANTY

Warranty obligations, included in other current liabilities, were as follows (in thousands):


	June 30,
	2024		2023
Beginning balance	$	8,745	$	6,394
Accruals for warranties issued during the period	12,823		11,325
Changes in liability for pre-existing warranties during the period	1,043		606
Settlements made during the period	(11,786)		(9,580)
Total	$	10,825	$	8,745

NOTE 7—DEBT

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the "Domestic Guarantors"), entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $700 million senior secured revolving credit facility (the “Revolving Facility,” together with the Term Loan Facilities, as defined below, the "Facilities") and provided a $500 million senior secured term loan facility (the “Initial Term Loan Facility”), and extended the maturity of the Facilities to March 30, 2026. In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $500 million in the aggregate. The loans under the Initial Term Loan Facility are payable in quarterly installments of $6.25 million per quarter, commencing with the quarter ending June 30, 2021.

On April 3, 2023, the Company as borrower and the Domestic Guarantors entered into a first amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement (as amended, the “Amended Credit Agreement”) with the financial institutions named as lenders therein and Wells Fargo. The First Amendment added a new term loan facility in an aggregate principal amount of $250 million (the “First Amendment Term Loan Facility,” together with the Initial Term Loan Facility, the "Term Loan Facilities") which is payable in quarterly installments equal to $3.125 million, commencing with the quarter ended June 30, 2023, and has a maturity date of March 30, 2026. The obligations of the Company and certain domestic subsidiaries under the Amended Credit Agreement are required to be guaranteed by the Domestic Guarantors and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors.

The Company's unamortized balance of debt issuance costs are $1.7 million as of June 30, 2024, which are amortized as interest expense over the life of the Facilities.

Table of Contents

Our debt consisted of the following (in thousands):


	June 30,
	2024		2023
Initial Term Loan - short term	$	25,000	$	25,000
First Amendment Term Loan - short-term	12,500		12,500
Debt issuance costs, net	(992)		(992)
Total Debt - short term	36,508		36,508
Initial Term Loan - long term	393,750		418,750
First Amendment Term Loan - long-term	101,875		234,375
Revolver - long term	175,000		390,000
Debt issuance costs, net	(747)		(1,744)
Total Debt - long term	$	669,878	$	1,041,381

The Revolving Facility includes a sub-limit of $25.0 million for letters of credit and a sub-limit of $25.0 million for swingline loans. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company's common stock. Under the Amended Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid. Loans under the Facilities may be prepaid at any time without penalty.

The revolving loans and term loans under the Initial Term Loan Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the Base Rate (as defined below) plus a margin of between 0.50% and 1.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the Adjusted Term SOFR (as defined below) for a specified period, plus a margin of between 1.50% and 2.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the Base Rate plus a margin of between 0.50% and 1.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. The loans under the First Amendment Term Loan Facility bear interest, at the Company's option, at either (i) a floating rate per annum equal to Base Rate plus a margin of between 1.00% and 1.75%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable Adjusted Term SOFR rate for a specified period, plus a margin between 2.00% and 2.75%, depending on the Company's consolidated total leverage ratio as of the most recently ended fiscal quarter. Base Rate is defined in the Amended Credit Agreement as the highest of (a) the Prime Rate (as defined in the Amended Credit Agreement), (b) the Federal Funds Rate (as defined in the Amended Credit Agreement) plus 0.50% and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). The Base Rate shall not be less than 1.00%. Adjusted Term SOFR is Term SOFR (as defined in the Amended Credit Agreement) plus 0.10% per annum; provided that Adjusted Term SOFR shall in no event be less than 0.00%.

A default interest rate shall apply on all obligations during certain events of default under the Amended Credit Agreement at a rate per annum equal to 2.00% above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender’s commitment to make revolving loans, of between 0.20% and 0.35%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50% and 2.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125% per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.

The Amended Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.50 to 1.00. In addition, the Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Amended Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the

Table of Contents

acceleration of the obligations under the Amended Credit Agreement.

The Facilities

As of June 30, 2024, $418.8 million was outstanding on the Initial Term Loan Facility, $114.4 million was outstanding on the First Amendment Term Loan Facility, and $175.0 million was outstanding on the Revolving Facility, leaving $525.0 million available on the Revolving Facility.

Term Facility:

During fiscal year 2024, the Company made aggregate payments of $209.2 million under the Term Loan Facilities, of which $157.5 million was a repayment of principal and $51.7 million was a payment of interest.

Revolving Facility:

During fiscal year 2024, the Company made aggregate payments of $238.4 million under the Revolving Facility, of which $215.0 million was a repayment of principal and $23.4 million was a payment of interest.

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2024, for fiscal 2025 and future fiscal years (in thousands):


Fiscal Year	2025		2026		2027		2028		2029		Thereafter		Total
Debt payment obligations	$	37,500	$	670,625	$	—	$	—	$	—	$	—	$	708,125
Interest and other payments on debt payment obligations (1)	51,959		37,075		—		—		—		—		89,034
Total	$	89,459	$	707,700	$	—	$	—	$	—	$	—	$	797,159

(1) - Interest payments are calculated based on the applicable rates and payment dates as of June 30, 2024. Although our interest rates on our debt obligations may vary, we have assumed the most recent available interest rates for all periods presented.

NOTE 8—LEASES

The Company has entered into agreements under which we lease various real estate spaces in North America, Europe and Asia Pacific, under non-cancellable leases that expire on various dates through fiscal 2036. Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. As of June 30, 2024, we included such options in determining the lease terms for certain of our leases as we were reasonably certain that we would exercise those options. Most of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs.

The following table summarizes our lease costs for fiscal years ended June 30, 2024 and 2023 (in thousands):


		June 30,
		2024		2023
Operating lease costs:	Financial Statement Classification
Fixed lease costs	Operating expenses	$	11,671	$	11,199
Fixed lease costs	Cost of revenues	4,038		4,030
Variable lease costs	Operating expenses	655		548
Variable lease costs	Cost of revenues	807		555
Total lease costs		$	17,171	$	16,332

The operating lease costs in the table above include costs for long-term and short-term leases. Total short-term costs for fiscal years June 30, 2024 and 2023 were $0.2 million and $0.6 million, respectively. Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets. For fiscal years June 30, 2024 and 2023, the cash paid for amounts associated with our operating lease liabilities were approximately $17.3 million and $16.1 million, respectively. Cash paid for amounts associated with the Company's operating lease liabilities were classified as operating activities in the consolidated statement of cash flows.

Table of Contents

The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of June 30, 2024:


Fiscal 2025	$	15,193
Fiscal 2026	10,787
Fiscal 2027	6,806
Fiscal 2028	5,435
Fiscal 2029	3,663
Thereafter	13,848
Total future fixed operating lease payments	$	55,732

Less: Imputed interest	$	4,832
Total operating lease liabilities	$	50,900

Weighted-average remaining lease term - operating leases	Six years
Weighted-average discount rate - operating leases	3.5		%

NOTE 9—COMMITMENTS AND CONTINGENCIES

Purchase Obligations

Transition Tax

We have an obligation of $50.6 million as of June 30, 2024, related to the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. We expect to make payments of $22.5 million and $28.1 million in the first quarter of fiscal 2025 and 2026, respectively, in relation to this obligation. This obligation is included within Income tax payable and Long-term taxes payable on our consolidated balance sheets.

Other Obligations

As of June 30, 2024, the Company has other obligations of $6.1 million which consisted primarily of commitments related to research and development projects.

Indemnification Obligations

The Company enters into standard indemnification agreements with many of its business partners in the ordinary course of business. These agreements include provisions for indemnifying the business partner against any claim brought by a third-party to the extent any such claim alleges that a Company product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third-party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable and the Company has not incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements to date.

Legal Matters

The Company may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a

Table of Contents

contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Taking all of the above factors into account, the Company records an amount where it is probable that the Company will incur a loss and where that loss can be reasonably estimated. However, the Company’s estimates may be incorrect and the Company could ultimately incur more or less than the amounts initially recorded. The Company may also incur significant legal fees, which are expensed as incurred, in defending against these claims. The Company is not currently aware of any pending or threatened litigation that would have a material adverse effect on the Company’s financial statements.

Vivato/XR

On April 19, 2017, XR Communications, LLC, d/b/a Vivato Technologies (“Vivato”), filed a complaint against the Company in the United States District Court for the Central District of California, alleging that at least one of the Company’s products infringes United States Patent Numbers 7,062,296 (the “'296 Patent”), 7,729,728 (the “'728 Patent”), and 6,611,231 (the “'231 Patent” and, collectively, the “Patents-in-Suit”). (the “Original Action”). On April 11, 2018, the Court stayed the Original Action pending completion of certain inter partes review (“IPR”) proceedings before the Patent Trial and Appeal Board (“PTO”). The PTO invalidated asserted claims of two of the three Patents-in-Suit.

On June 16, 2021, Vivato filed a new suit against the Company in the Central District of California, alleging that various Company products infringe some of the non-invalidated claims of the ’728 Patent and U.S. Patent No. 10,594,376 (the “New Action”). On November 24, 2021, the Company and the remaining defendants in the Original Action filed a motion for judgment on the pleadings regarding the '231 Patent. On January 4, 2022, the Court granted defendants’ motion and dismissed Vivato’s claims based on the '231 Patent. The Federal Circuit Court of Appeals affirmed the invalidity of the '231 Patent on May 18, 2023. All claims asserted against the Company in the Original Action have been dismissed.

On July 28, 2022, Vivato voluntarily dismissed, with prejudice, its remaining claims related to the '728 patent, as well as claims 22-31 of the '376 Patent. On October 20, 2022, an IPR was instituted with respect to the asserted claims of the '376 Patent. On October 26, 2022, the court stayed the case pending completion of the IPR. On October 3, 2023, the IPR with respect to the '376 Patent was terminated after the petitioners entered into a settlement agreement with Vivato. On December 4, 2023, the court lifted the stay.

On May 16, 2024, the court entered a stipulated 30-day stay pending settlement discussions. On June 18, 2024 and July 19, 2024, the court issued further stipulated 30-day stays pending settlement discussions. Those discussions are ongoing.

The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

Network-1 Technologies, Inc.

On October 5, 2022, Network-1 Technologies, Inc. ("Network-1") filed a patent infringement lawsuit against the Company in the District of Delaware, alleging that various Company products infringe United States Patent Number 6,218,930, which relates to 802.3af and 802.3at “Power over Ethernet” standards. Network-1 seeks compensatory and enhanced damages, attorneys' fees and costs, and pre- and post-judgment interest. The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

Intellectual Ventures I LLC v. Ubiquiti Inc.

On August 8, 2023, Intellectual Ventures I LLC ("IV") filed a patent infringement lawsuit against the Company in the District of Delaware, alleging that various Company products infringe United States Patent Number 8,594,122, which relates to 802.11ac “Beamforming” standards. IV seeks compensatory and enhanced damages, attorneys' fees and costs, and pre- and post-judgment interest. The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

Table of Contents

NOTE 10—COMMON STOCK AND TREASURY STOCK

Common Stock Repurchases

On May 3, 2022, the Board of Directors of the Company approved a $200 million stock repurchase program (the “2022 May Program”). Under the 2022 May Program, the Company was authorized to repurchase up to $200 million of common stock. The 2022 May Program expired on September 30, 2023, and the Company did not make any repurchases under the 2022 May Program.

The following table summarizes total activity related to our stock repurchase programs for the fiscal year end as indicated (in millions, except average price per share):


	June 30,
	2024	2023	2022
Number of shares repurchased and retired	—	—	2.2
Average price per share	N/A	N/A	$	281.75
Aggregate purchase price	N/A	N/A	$	618.1

NOTE 11—SHARE-BASED COMPENSATION

Share-Based Compensation Plans

2010 Equity Incentive Plan

In March 2010, the Company’s Board of Directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). Under the terms of the 2010 Plan, non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units (“RSUs”) may be granted to employees or non-employee service providers. Incentive stock options may be granted only to employees.

2020 Equity Incentive Plan

In December 2020, the Company's stockholders approved the Ubiquiti Inc. 2020 Omnibus Incentive Plan (the “2020 Equity Plan”) that replaced the 2010 Plan, and no additional awards will be granted under the 2010 Plan. Under the terms of the 2020 Equity Plan, the Company is authorized to grant awards for up to five million shares of common stock over the term of the 2020 Equity Plan. Outstanding awards under the 2010 Plan remain in effect pursuant to the terms of the 2010 Plan.

The 2020 Equity Plan and the 2010 Plan are each administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors. Subject to the terms and conditions of the 2020 Equity Plan and the 2010 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 Equity Plan and the 2010 Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 Equity Plan and the 2010 Plan. Options and RSUs generally vest over a four-year period from the date of grant and generally expire 10 years from the date of grant. The terms of the 2020 Equity Plan and the 2010 Plan provide that an option price shall not be less than 100% of fair market value on the date of grant.

As of June 30, 2024, the Company had 4,876,805 authorized shares available for future issuance under all of its stock incentive plans.

Table of Contents

Share-based Compensation

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2024, 2023 and 2022 (in thousands):


	Year ended June 30,
	2024		2023		2022
Cost of revenues	$	159	$	73	$	74
Research and development	4,831		3,541		2,541
Sales, general and administrative	1,368		1,120		901
	$	6,358	$	4,734	$	3,516

Stock Options

During fiscal 2024, 2023 and 2022, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $0.0 million, $0.6 million, and $2.3 million, respectively, as determined as of the date of option exercise.

As of June 30, 2024, the Company had no unrecognized compensation cost related to stock options.

The Company did not grant any stock options during fiscal 2024, fiscal 2023, or fiscal 2022.

Forfeiture rate

The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, the Company may be required to record adjustments to share-based compensation expense in future periods.

Restricted Stock Units (“RSUs”)

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


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs, June 30, 2023	62,948	$	256.78
RSUs granted	65,143	$	147.53
RSUs vested	(23,311)	$	237.72
RSUs forfeited	(2,814)	$	267.64
Non-vested RSUs, June 30, 2024	101,966	$	191.04

The intrinsic value of RSUs vested in fiscal 2024, 2023, and 2022 was $3.5 million, $5.8 million and $8.2 million, respectively. The total intrinsic value of all outstanding RSUs was $14.9 million as of June 30, 2024.

As of June 30, 2024, there was unrecognized compensation costs related to RSUs of $13.6 million which the Company expects to recognize over a weighted average period of 3.1 years.

Table of Contents

NOTE 12—INCOME TAXES

The components of income before provision for income taxes were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Domestic	$	149,523	$	102,930	$	102,145
Foreign	274,305		383,412		342,304
	$	423,828	$	486,342	$	444,449

The provision for income taxes consisted of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Current
Federal	$	67,870	$	78,774	$	55,259
State	8,019		9,443		6,814
Foreign	9,946		7,341		5,561
Current tax expense	85,835		95,558		67,634
Deferred
Federal	(7,110)		(15,338)		(882)
State	(627)		(1,745)		(960)
Foreign	(4,230)		226		—
Deferred tax benefit (expense)	(11,967)		(16,857)		(1,842)
Provision for income taxes	$	73,868	$	78,701	$	65,792

For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 ("TCJA") eliminates the right to deduct research and development expenditures for tax purposes in the period the expenses were incurred and instead requires all U.S. and foreign research and development expenditures to be amortized over five and fifteen tax years, respectively. Congress has considered legislation that would defer the amortization requirement to later years, but as of June 30, 2024, the requirement has not been modified. Accordingly, the Company has capitalized research and development expenses for tax purposes, resulting in higher cash paid for taxes as compared to prior years.

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


	Year ended June 30,
	2024		2023		2022
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of foreign operations	(5.7)		(6.8)		(8.0)
State tax expense	1.3		1.3		1.0
Share-based compensation	0.3		0.1		(0.1)
Subpart F income	0.4		1.1		1.0
Other permanent items	0.1		(0.5)		(0.1)
Effective tax rate	17.4	%	16.2	%	14.8	%

Table of Contents

Significant components of the Company's deferred tax assets and liabilities as of June 30, 2024 are as follows (in thousands):


	June 30,
	2024		2023
Deferred tax assets
Reserves and allowances	$	5,631	$	11,041
Share-based compensation	452		380
Accrued expenses	824		703
Capitalized research expenditures	30,296		15,617
State tax	721		1,504
Investments	1,325		1,296
Lease liabilities	5,286		5,581
Other	14,974		11,945
Total deferred tax assets	59,509		48,067
Deferred tax liabilities
Property and equipment	(8,046)		(6,558)
Right of use assets	(4,929)		(5,304)
Other liabilities	(9,767)		(11,434)
Total deferred tax liabilities	(22,742)		(23,296)
Valuation allowance	(1,325)		(1,296)
Net deferred tax assets	$	35,442	$	23,475

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended June 30, 2024, 2023, and 2022 consists of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Unrecognized benefit—beginning of year	$	32,382	$	32,685	$	32,092
Gross increases—current year tax positions	5,347		5,361		4,629

Gross decreases—prior year tax positions due to statute lapse	(4,680)		(5,664)		(4,036)
Unrecognized benefit—end of year	$	33,049	$	32,382	$	32,685

As of June 30, 2024, the Company had approximately $33.0 million of unrecognized tax benefits, substantially all of which would, if recognized, affect its tax expense. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statements of Operations and Comprehensive Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. As of June 30, 2024 and 2023, the Company had $4.8 million and $2.9 million accrued interest related to uncertain tax matters, respectively.

The Company and one or more of its subsidiaries, file income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions and is currently undergoing income tax examinations by the U.S. Internal Revenue Service (“IRS”) and the Hong Kong Inland Revenue Department ("IRD"). All material consolidated federal, state and local income tax matters have been concluded for years through 2014. The majority of the Company's foreign jurisdictions have been concluded through 2014, with the exception of Hong Kong which has been reviewed through 2009 and is currently under audit for the 2010-2018 statutory tax years.

In July 2018, the Company received a draft Notice of Proposed Adjustment (“Draft NOPA”) from the IRS proposing an adjustment to income for the fiscal 2015 and fiscal 2016 tax years based on its interpretation of certain obligations of the non-US entities under the credit facility. This Draft NOPA was superseded by an Acknowledgement of Facts (“AOF”) issued to the Company by the IRS on January 17, 2020. The IRS in its AOF continued to propose an adjustment to the Company’s income for its fiscal 2015 and fiscal 2016 tax years based on the IRS’ interpretation of certain obligations of the Company’s foreign subsidiaries under the Company’s credit facilities. On May 12, 2020, the IRS issued a final NOPA to the Company with respect to the 2015/2016 tax years. The Company formally protested the adjustment and the case was moved from the Examination Division to the IRS Appeals Division where a formal review of the facts and the applicable law took place on May 9, 2022. The Appeals Officer issued a Notice of

Table of Contents

Deficiency on August 3, 2022, which upheld the position of the Examination Division. The Company filed a petition with the United States Tax Court seeking to have the Notice of Deficiency reversed. On November 8, 2023, the Company filed a Motion for Summary Judgement. The IRS responded to the Company's Motion on December 26, 2023 and filed a Cross-Motion for Summary Judgement. On January 22, 2024, the judge assigned to this case rejected both Motions for Summary Judgement. As such, the Company is awaiting a trial date to be set which it currently expects to receive by the end of December 2024. The Company continues to believe that its tax position filed with the IRS with regard to this matter is more likely than not to be sustained based on technical merits. However, there can be no assurance that this matter will be resolved in the Company’s favor. Regardless of whether the matter is resolved in the Company’s favor, the final resolution of this matter could be expensive and time-consuming to defend and/or settle. The Company estimates the incremental tax liability associated with the income adjustment proposed in the AOF would be approximately $50.0 million, excluding potential interest and penalties, after adjusting for the impact of an adjustment on the amount of transition tax payable in future years by the Company. As the Company believes that the tax originally paid in fiscal 2015 and fiscal 2016 is correct, it has not provided a reserve for this tax uncertainty. However, an adverse outcome may have a material and adverse effect on the Company’s results of operations and financial condition.

Between fiscal years 2018 and 2023, the Company made payments totaling a combined amount of $60.4 million as deposits, with the Hong Kong IRD in connection with extending the statute of limitation for income tax examinations currently under audit for 2010-2017 statutory tax years. On March 27, 2024, the Company received notification that the Hong Kong IRD is seeking an additional $0.8 million deposit covering the 2018 statutory tax year. The Company filed a formal protest in response to this notice and the Assessor's office agreed to a reduced deposit of under $0.1 million covering the 2018 statutory tax year. The refundable deposits are included within other long-term assets on the Consolidated Balance Sheets. The IRD is examining the Company’s claims that its revenue is generated through activities performed wholly outside of the Hong Kong tax jurisdiction and are therefore exempt from Hong Kong tax. The Company is fully cooperating with the examination including submitting documentation in support of its position. The Company continues to believe that its tax positions filed with IRD are more likely than not to be sustained based on their technical merits and therefore no reserve has been provided for this tax uncertainty and the Company expects the $60.4 million (net of foreign currency impact) of deposits made with IRD to be refunded upon completion of the audit. However, there can be no assurance that this matter will be resolved in the Company’s favor and therefore it's possible that an adverse outcome of the matter could have a material effect on the Company’s results of operations and financial condition.

NOTE 13—SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

Management has determined that the Company operates as one reportable and operating segment as the Company’s Chief Executive Officer, who is the Company’s CODM, does not make decisions about resources to be allocated or assess performance on a segment basis. Furthermore, the Company does not organize or report its costs on a segment basis. The Company presents its revenue by product type in two primary categories: Service Provider Technology and Enterprise Technology.

Revenue

Revenues by product type were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
Enterprise Technology	$	1,617,665	84	%	$	1,621,426	84	%	$	1,316,685	78	%
Service Provider Technology	310,825		16	%	319,086		16	%	375,007		22	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
North America (1)	$	946,428	49	%	$	922,230	48	%	$	790,809	47	%
Europe, the Middle East and Africa	740,113		38	%	759,405		39	%	675,306		40	%
Asia Pacific	127,901		7	%	148,502		8	%	134,961		8	%
South America	114,048		6	%	110,375		5	%	90,616		5	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

(1) Revenue for the United States was $881.0 million, $855.3 million and $734.5 million for fiscal 2024, 2023, and 2022, respectively.

Table of Contents

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

NOTE 14—SUBSEQUENT EVENTS

Dividends

On August 23, 2024, the Company announced that its Board of Directors had approved a quarterly cash dividend of $0.60 per share payable on September 9, 2024 to shareholders of record at the close of business on September 3, 2024. Any future dividends will be subject to the approval of the Company’s Board of Directors.

Exhibit 4.4

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

As of June 30, 2024, Ubiquiti Inc. (“we”, “our”, “us” or the “Company”) has its common stock, $0.001 par value per share (“common stock”) registered under Section 12 of the Securities Exchange Act of 1934, as amended.

The following description of our common stock, which is not complete and is subject to, and qualified in its entirety by reference to, our third amended and restated certificate of incorporation and amended and restated bylaws, each of which is filed or incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit is a part, and the Delaware General Corporation Law (“DGCL”). You should read our third amended and restated certificate of incorporation and amended and restated bylaws and the applicable provisions of the DGCL for a complete statement of the provisions described under the caption “Common Stock” and for other provisions that may be important to you.

Common Stock

Our authorized capital stock under our third amended and restated certificate of incorporation consists of 500,000,000 shares of common stock, par value $0.001 per share. As of August 22, 2024, there were 60,469,583 shares of our common stock outstanding. As of such date, there were 107,371 shares of common stock subject to outstanding RSUs.

Holders of our common stock are entitled to one vote for each share of common stock held of record for the election of directors and on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. All of our outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

Our authorized capital stock consists of 50,000,000 shares of preferred stock, par value $0.001 per share. As of August 22, 2024, there were no shares of our preferred stock outstanding. Our board of directors has the authority, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series and to fix or alter the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each such series of preferred stock, including the dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation and could have the effect of delaying, deferring or preventing a change in control.

Registration Rights

Certain holders of shares of our common stock, including but not limited to 56,278,181 shares of our common stock held by our chief executive officer, have the registration rights set forth below with respect to registration of the resale of such shares under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to a registration agreement by and among us and certain of our stockholders. As applicable, we refer to these shares collectively as “registrable securities.”

Long-form demand registration rights. At any time the holders of at least a majority of the outstanding registrable securities that were issued upon conversion of our Series A preferred stock in our initial public offering may demand that we effect a registration under the Securities Act on Form S-1 covering the public offering and sale of all or part of the registrable securities held by such stockholders, provided that the value of the registrable securities that such holders propose to sell in such offering is at least $25.0 million. Upon any such demand, we must use our commercially reasonable efforts to effect the registration of the registrable securities which we have been requested to register together with all other registrable securities that we may have been requested to register by other stockholders pursuant to the incidental registration rights described below. We are only obligated to effect two registrations in response to these demand registration rights for the holders of the registrable securities.

We may defer any such registration for up to 120 days if our board of directors reasonably determines such registration would reasonably be expected to have a material adverse effect on a transaction we plan or propose to engage in.

Short form registration rights. At any time after we qualified to file a registration statement on Form S-3, the holders of a majority of the outstanding registrable securities that were issued upon conversion of our Series A preferred stock in our initial public offering may request in writing that we effect a registration on Form S-3, provided that the value of the registrable securities that such holders propose to sell in such offering is at least $5.0 million, subject to certain exceptions. We are obligated to file up to two registration statements on Form S-3 in any 12-month period.

Incidental registration rights. If we register any of our securities for public sale, including pursuant to any stockholder initiated demand registration, holders of the registrable securities will have the right to include their shares in the registration statement, subject to certain exceptions relating to employee benefit plans and mergers and acquisitions. The underwriters of any underwritten offering will have the right to limit the number of registrable securities to be included in the registration statement on a pro rata basis, subject to certain restrictions.

Expenses of registration. We will pay all registration expenses related to any long-form demand, short-form demand or incidental registration other than underwriting discounts and selling commissions which will be borne by the holders of the registrable securities.

Indemnification. The registration agreement contains indemnification provisions pursuant to which we are obligated to indemnify the selling stockholders, underwriters and certain of their affiliates in the event of material misstatements or omissions in the registration statement or related violations of federal and state securities law by us. As a condition to including their securities in any registration statement filed pursuant to demand or incidental registration rights, we may require the selling stockholders to agree to indemnify us for misstatements or omissions attributable to them.

Anti-takeover Effects of Delaware Law and our Certificate of Incorporation and Bylaws

Our third amended and restated certificate of incorporation and our amended and restated bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. We expect these provisions and certain provisions of Delaware law, which are summarized below, to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate more favorable terms with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.

Undesignated preferred stock. As discussed above, our board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Limits on the ability of stockholders to act by written consent or call a special meeting. Our third amended and restated certificate of incorporation provides that our stockholders may not act by written consent, which may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our certificate of incorporation or bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws.

In addition, our third amended and restated certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by the board of directors acting pursuant to a resolution adopted by a majority of the total authorized directors, the chairperson of our board of directors, our chief executive officer or president (in the absence of the chief executive officer). Stockholders may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for advance notification of stockholder nominations and proposals. Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Board classification. Our third amended and restated certificate of incorporation provides that our board of directors will be divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve for a three-year term. Our classified board of directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Election and removal of directors. Our third amended and restated certificate of incorporation and amended and restated bylaws contain provisions that establish specific procedures for appointing and removing members of our board of directors. Under our third amended and restated certificate of incorporation and amended and restated bylaws, vacancies and newly created directorships on our board of directors may be filled only by a majority of the directors then serving on the board of directors. Under our third amended and restated certificate of incorporation and amended and restated bylaws, directors may be removed only for cause.

No cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our restated certificate of incorporation provides otherwise. Our third amended and restated certificate of incorporation and amended and restated bylaws do not expressly provide for cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board of directors’ decision regarding a takeover.

Delaware anti-takeover statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:


			•						prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
			•						upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section 203; or
			•						at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our third amended and restated certificate of incorporation and amended and restated bylaws, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 150 Royall St., Suite 101, Canton, MA 02021.

Listing

Our common stock is listed on the New York Stock Exchange under the trading symbol “UI”.

UBIQUITI INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Securities Effective as of August 7, 2023 Exhibit 19

-i- Table of Contents Page INTRODUCTION ......................................................................................................................................... 1 Legal prohibitions on insider trading ..................................................................................................... 1 Detection and prosecution of insider trading ......................................................................................... 1 Penalties for violation of insider trading laws and this Policy .............................................................. 1 Questions on Policy ............................................................................................................................... 2 Reporting violations ............................................................................................................................... 2 Personal responsibility ........................................................................................................................... 2 PERSONS AND TRANSACTIONS COVERED BY THIS POLICY ......................................................... 3 Persons covered by this Policy .............................................................................................................. 3 Types of transactions covered by this Policy ......................................................................................... 3 Responsibilities regarding the nonpublic information of other companies ........................................... 3 Applicability of this Policy after your departure ................................................................................... 3 No exceptions based on personal circumstances ................................................................................... 3 MATERIAL NONPUBLIC INFORMATION .............................................................................................. 4 “Material” information .......................................................................................................................... 4 “Nonpublic” information ....................................................................................................................... 5 POLICIES REGARDING MATERIAL NONPUBLIC INFORMATION ................................................... 6 Confidentiality of nonpublic information .............................................................................................. 6 No trading on material nonpublic information ...................................................................................... 6 No disclosing material nonpublic information for the benefit of others ................................................ 7 Obligation to disclose material nonpublic information to the Company ............................................... 7 Responding to outside inquiries for information ................................................................................... 7 TRADING BLACKOUT PERIODS ............................................................................................................. 8 Quarterly blackout periods ..................................................................................................................... 8 Special blackout periods ........................................................................................................................ 8 Regulation BTR blackouts ..................................................................................................................... 8 No “safe harbors” ................................................................................................................................... 9 PRE-CLEARANCE OF TRADES .............................................................................................................. 10 ADDITIONAL RESTRICTIONS AND GUIDANCE ................................................................................ 11 Short sales ............................................................................................................................................ 11 Derivative securities and hedging transactions .................................................................................... 11 Using Company securities as collateral for loans ................................................................................ 11 Holding Company securities in margin accounts ................................................................................ 11 Placing open orders with brokers ......................................................................................................... 12 LIMITED EXCEPTIONS ........................................................................................................................... 13 Transactions pursuant to a trading plan that complies with SEC rules ............................................... 13 Transactions pursuant to an irrevocable power of attorney upon vesting of restricted stock or restricted stock units ...................................................................................................................... 14

-ii- Receipt and vesting of stock options, restricted stock and stock appreciation rights .......................... 14 Exercise of stock options for cash ....................................................................................................... 14 Stock splits, stock dividends and similar transactions ......................................................................... 14 Bona fide gifts and inheritance ............................................................................................................ 14 Change in form of ownership .............................................................................................................. 15 Other exceptions .................................................................................................................................. 15 COMPLIANCE WITH SEC REPORTING OBLIGATIONS .................................................................... 16 Obligations under Section 16 ............................................................................................................... 16 Notification requirements to facilitate Section 16 reporting ................................................................ 16 Rule 144 ............................................................................................................................................... 16 Personal responsibility ......................................................................................................................... 16 ADDITIONAL INFORMATION ............................................................................................................... 17 Delivery of Policy ................................................................................................................................ 17 Amendments ........................................................................................................................................ 17 SCHEDULE I .............................................................................................................................................. 18 Individuals subject to Section 16 reporting and liability provisions ................................................... 18

INTRODUCTION Ubiquiti Inc. (together with its subsidiaries, the “Company”) opposes the unauthorized disclosure of any nonpublic information acquired in the course of your service with the Company and the misuse of material nonpublic information in securities trading. Any such actions will be deemed violations of this Insider Trading Policy (the “Policy”). Legal prohibitions on insider trading The antifraud provisions of U.S. federal securities laws prohibit directors, officers, employees and other individuals who possess material nonpublic information from trading on the basis of that information. Transactions will be considered “on the basis of” material nonpublic information if the person engaged in the transaction while aware of the material nonpublic information at the time of the transaction. It is not a defense that the person did not “use” the information for purposes of the transaction. Disclosing material nonpublic information directly or indirectly to others who then trade based on that information or making recommendations or expressing opinions as to transactions in securities while aware of material nonpublic information (which is sometimes referred to as “tipping”) is also often illegal. Both the person who provides the information, recommendation or opinion and the person who trades based on it may be liable. These illegal activities are commonly referred to as “insider trading.” State securities laws and securities laws of other jurisdictions also impose restrictions on insider trading. In addition, a company, as well as individual directors, officers and other supervisory personnel, may be subject to liability as “controlling persons” for failure to take appropriate steps to prevent insider trading by those under their supervision, influence or control. Detection and prosecution of insider trading The U.S. Securities and Exchange Commission (the “SEC”), the Financial Institutions Regulatory Authority (“FINRA”) and the New York Stock Exchange (“NYSE”) use sophisticated electronic surveillance techniques to investigate and detect insider trading, and the SEC and the U.S. Department of Justice pursue insider trading violations vigorously. Cases involving trading through foreign accounts, trading by family members and friends and trading involving only a small number of shares have been successfully prosecuted. Penalties for violation of insider trading laws and this Policy Civil and criminal penalties. As of the effective date of this Policy, potential penalties for insider trading violations under U.S. federal securities laws include: • damages in a private lawsuit; • disgorging any profits made or losses avoided; • imprisonment for up to 20 years; • criminal fines of up to $5 million for individuals and $25 million for entities; • civil fines of up to three times the profit gained or loss avoided;

-2- • a bar against serving as an officer or director of a public company; and • an injunction against future violations. Civil and criminal penalties also apply to tipping. The SEC has imposed large penalties in tipping cases even when the disclosing person did not trade or gain any benefit from another person’s trading. Controlling person liability. Controlling persons may be subject to significant civil penalties, criminal penalties, and/or imprisonment. Company disciplinary actions. If the Company has a reasonable basis to conclude that you have failed to comply with this Policy, you may be subject to disciplinary action by the Company, up to and including dismissal for cause, regardless of whether or not your failure to comply with this Policy results in a violation of law. It is not necessary for the Company to wait for the filing or conclusion of any civil or criminal action against an alleged violator before taking disciplinary action. In addition, the Company may give stop transfer and other instructions to the Company’s transfer agent or prohibit trades through brokerage accounts provided by the Company in connection with its stock plans to enforce compliance with this Policy. Questions on Policy The Company’s legal department, available by email at legal@ui.com (the “Legal Department”), is generally responsible for the implementation and enforcement of this Policy. Please direct any questions, requests, or reports as to any of the matters discussed in this Policy to the Legal Department. Reporting violations It is your responsibility to help enforce this Policy. You should be alert to possible violations and promptly report violations or suspected violations of this Policy to the Legal Department by email at legal@ui.com. If your situation requires that your identity be kept secret, your anonymity will be preserved to the greatest extent reasonably possible. If you wish to remain anonymous, send a letter addressed to Legal at Ubiquiti Inc., 685 Third Avenue, 27th Floor, New York, New York 10017. Alternatively, you may report any good faith concerns through Ubiquiti’s anonymous reporting helpline, available at ui.ethicspoint.com or via telephone at +1 (844) 983-0440. If you make an anonymous report, please provide as much detail as possible, including any evidence that you believe may be relevant to the issue. Personal responsibility The ultimate responsibility for complying with this Policy and applicable laws and regulations rests with you. You should use your best judgment at all times and consult with your legal and financial advisors, as needed. We advise you to seek assistance if you have any questions at all. The rules relating to insider trading can be complex, and a violation of insider trading laws can carry severe consequences.

-3- PERSONS AND TRANSACTIONS COVERED BY THIS POLICY Persons covered by this Policy This Policy applies to all directors, officers, employees and agents (such as consultants and independent contractors) of the Company. References in this Policy to “you” (as well as general references to directors, officers, employees and agents of the Company) should also be understood to include members of your immediate family, persons with whom you share a household, persons that are your economic dependents and any other individuals or entities whose transactions in securities you influence, direct or control (including, for example, a trust of which you are a trustee or a venture or other investment fund, if you influence, direct or control transactions by the trust or fund). You are responsible for making sure that these other individuals and entities comply with this Policy. Types of transactions covered by this Policy Except as discussed in the section entitled “Limited Exceptions”, this Policy applies to all transactions involving the securities of the Company or the securities of other companies as to which you possess material nonpublic information obtained in the course of your service with the Company, including, without limitation, distributors, vendors, customers, collaborators, suppliers and competitors. This Policy therefore applies to purchases, sales, pledges, gifts or other contributions, and other transfers of common stock, options, warrants, preferred stock, debt securities (such as debentures, bonds and notes) and other securities. This Policy also applies to any arrangements that affect economic exposure to changes in the prices of these securities. These arrangements may include, among other things, transactions in derivative securities (such as exchange-traded put or call options), hedging transactions, short sales and certain decisions with respect to participation in benefit plans. This Policy also applies to any offers with respect to the transactions discussed above. You should note that there are no exceptions from insider trading laws or this Policy based on the size of the transaction. Responsibilities regarding the nonpublic information of other companies This Policy prohibits the unauthorized disclosure or other misuse of any nonpublic information of other companies or their industries, such as information related to the Company’s distributors, vendors, customers, collaborators, suppliers and competitors. This Policy also prohibits insider trading and tipping based on the material nonpublic information of other companies. Applicability of this Policy after your departure Generally, you are expected to comply with this Policy until such time as you are no longer affiliated with the Company and you no longer possess any material nonpublic information subject to this Policy. If you are a Section 16 director or officer, please see the section “Pre-Clearance of Trades” below. In addition, if you are subject to a trading blackout under this Policy at the time you cease to be affiliated with the Company, you are expected to abide by the applicable trading restrictions until at least the end of the relevant blackout period. No exceptions based on personal circumstances There may be instances where you suffer financial harm or other hardship or are otherwise required to forego a planned transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not mitigating factors under securities laws and will not excuse a failure to comply with this Policy.

-4- MATERIAL NONPUBLIC INFORMATION “Material” information Information should be regarded as material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell securities or would view the information as significantly altering the total mix of information in the marketplace about the issuer of the security. In general, any information that could reasonably be expected to affect the market price of a security is likely to be material. Either positive or negative information may be material. It is not possible to define all categories of “material” information. However, some examples of information that would often be regarded as material include information with respect to: • Financial results, financial condition, earnings pre-announcements, guidance (or confirmations thereof), projections or forecasts, particularly if inconsistent with the expectations of the investment community; • Restatements of financial results, or material impairments, write-offs or restructurings; • Changes in independent auditors, or notification that the Company may no longer rely on an audit report; • Business plans or budgets; • Creation of significant financial obligations, or any significant default under or acceleration of any financial obligation; • Impending bankruptcy, corporate restructuring, receivership, or financial liquidity problems; • Significant developments involving business relationships, including execution, modification or termination of significant agreements or orders with customers, suppliers, distributors, manufacturers or other business partners; • Product introductions, modifications, defects or recalls or significant pricing changes or other product announcements of a significant nature; • Significant developments in research and development or relating to intellectual property; • Significant legal or regulatory developments, whether actual or threatened; • Major events involving Company securities, including calls of securities for redemption, adoption of stock repurchase programs, option repricings, stock splits, changes in dividend policies, public or private securities offerings, modification to the rights of security holders or notice of delisting; • Significant corporate events, such as a pending or proposed merger, joint venture or tender offer, a significant investment, the acquisition or disposition of a significant business or asset or a change in control of the company; • Significant changes in executive compensation policy;

-5- • A significant disruption in the Company’s operations, or loss, potential loss, breach or unauthorized access of the Company’s property or assets, including information technology infrastructure and cybersecurity risk and privacy incidents or events; and • Major personnel changes, such as changes in senior management or lay-offs. Information that something is likely to happen or even just that it may happen can be “material”. Courts often resolve close cases in favor of finding the information material. Insiders should keep in mind that the SEC rules and regulations provide that the mere fact that a person is aware of the information is a bar to trading. It is no excuse that such person’s reasons for trading were not based on the information. If you have any questions as to whether information should be considered “material”, you should consult with the Legal Department. In general, it is advisable to resolve any close questions as to the materiality of any information by assuming that the information is material. “Nonpublic” information Information is considered nonpublic if the information has not been broadly disseminated to the public for a sufficient period to be reflected in the price of the security. As a general rule, information should be considered nonpublic until at least two full trading days have elapsed after the information is broadly distributed to the public in a press release, a public filing with the SEC, a pre-announced public webcast or another broad, non-exclusionary form of public communication in compliance with Regulation FD. However, depending upon the form of the announcement and the nature of the information, it is possible that information may not be fully absorbed by the marketplace until a later time. The information disseminated must be some form of “official” announcement or disclosure, which, in the case of information about the Company, must be made by the Company. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the rumors, speculation, or statements are accurate. Any questions as to whether information is nonpublic should be directed to the Legal Department. The term “trading day” means a day on which national stock exchanges are open for trading. A “full” trading day has elapsed when, after the public disclosure, trading in the relevant security has opened and then closed.

-6- POLICIES REGARDING MATERIAL NONPUBLIC INFORMATION Confidentiality of nonpublic information The unauthorized use or disclosure of nonpublic information relating to the Company or other companies is prohibited. All nonpublic information you acquire in the course of your service with the Company may only be used for legitimate Company business purposes. In addition, nonpublic information of others should be handled in accordance with the terms of any relevant nondisclosure agreements, and the use of any such nonpublic information should be limited to the purpose for which it was disclosed. You must use all reasonable efforts to safeguard nonpublic information in the Company’s possession. You may not disclose nonpublic information about the Company or any other company, unless required by law, or unless (i) disclosure is required for legitimate Company business purposes, (ii) you are authorized to disclose the information and (iii) appropriate steps have been taken to prevent misuse of that information (including entering an appropriate nondisclosure agreement that restricts the disclosure and use of the information, if applicable). This restriction also applies to internal communications within the Company and to communications with agents of the Company. In cases where disclosing nonpublic information to third parties is required, you should coordinate with the Legal Department. All directors, officers and employees of the Company are required to sign and comply with an At Will Employment Agreement, Non-disclosure Agreement, Invention Assignment Agreement, and Arbitration Agreement or similar agreement. Consultants and independent contractors are required to sign and comply with an Independent Contractor Agreement or similar agreement. Neither this Policy nor any policy of the Company, and notwithstanding any other confidentiality or non-disclosure agreement (whether in writing or otherwise, including without limitation as part of an employment agreement, separation agreement or similar employment or compensation arrangement) applicable to current or former employees, should be deemed to restrict any current or former employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that (1) in each case such communications and disclosures are consistent with applicable law and (2) the information subject to such disclosure was not obtained by the current or former employee through a communication that was subject to the attorney-client privilege, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise. Any agreement in conflict with the foregoing is hereby deemed amended by the Company to be consistent with the foregoing. No trading on material nonpublic information Except as discussed in the section entitled “Limited Exceptions”, you may not, directly or indirectly through others (e.g., tipping), engage in any transaction involving Company securities while aware of material nonpublic information relating to the Company. It is not an excuse that you did not “use” the information in your transaction. Similarly, you may not engage in transactions involving the securities of any other company if you are aware of material nonpublic information about that company. For example, you may be involved in a proposed transaction involving a prospective business relationship or transaction with another company. If information about that transaction constitutes material nonpublic information for that other company, you would be prohibited from engaging in transactions involving the securities of that other company (as well

-7- as transactions involving Company securities, if that information is material to the Company). It is important to note that “materiality” is different for different companies and is dependent on the facts of each situation. Information that is not material to the Company may be material to another company and vice versa. No disclosing material nonpublic information for the benefit of others You may not disclose material nonpublic information concerning the Company or any other company to friends, family members or any other person or entity not authorized to receive such information. In addition, you may not make recommendations or express opinions on the basis of material nonpublic information as to trading in the securities of companies to which such information relates. You are prohibited from engaging in these actions whether or not you derive any profit or personal benefit from doing so. You may not comment on stock price movements or rumors of other corporate developments (including discussions in Internet message boards or on social media platforms) that are of possible significance to the investing public unless it is part of your job (such as Investor Relations) or you have been specifically authorized in accordance with Company policy. If you comment on corporate developments, stock price movements or rumors or disclose material nonpublic information to a third party you must contact the Legal Department immediately. Obligation to disclose material nonpublic information to the Company You may not enter into any transaction, including those discussed in the section entitled “Limited Exceptions”, unless you have disclosed any material nonpublic information that you become aware of in the course of your service with the Company, and that senior management is not aware of, to the Legal Department. Responding to outside inquiries for information In the event you receive an inquiry from someone outside of the Company, such as a stock analyst, for information, you should refer the inquiry to the Legal Department. The Company is required under Regulation FD (Fair Disclosure) of the U.S. federal securities laws to avoid the selective disclosure of material nonpublic information. In general, the regulation provides that when a public company discloses material nonpublic information to certain market participants, it must provide broad, non-exclusionary access to the information. Violations of this regulation can subject the Company and the disclosing employee to SEC enforcement actions, which may result in injunctions and severe monetary penalties. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release in compliance with applicable law.

-8- TRADING BLACKOUT PERIODS To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, the Company has instituted quarterly trading blackout periods and may institute special trading blackout periods from time to time. It is important to note that whether or not you are subject to blackout periods, you remain subject to the prohibitions on trading on the basis of material nonpublic information and any other applicable restrictions in this Policy. Quarterly blackout periods Except as discussed in the section entitled “Limited Exceptions”, all directors, officers, executive officers, employees and agents must refrain from conducting transactions involving Company securities during quarterly blackout periods. Even if you are not specifically identified as being subject to quarterly blackout periods, you should exercise caution when engaging in transactions during quarterly blackout periods because of the heightened risk of insider trading exposure and the appearance of improper conduct. For the avoidance of doubt, all Company securities held in a Company administered brokerage account (regardless of whether such securities are owned by a current or former employee of the Company) will be subject to quarterly blackout periods. Quarterly blackout periods begin at the end of the 15th day of the third month of each fiscal quarter (or the trading day immediately preceding the 15th day if it is not a trading day) and end at the start of the third full trading day following the date of public disclosure of the financial results for that fiscal quarter. This period is a particularly sensitive time for transactions involving Company securities from the perspective of compliance with applicable securities laws due to the fact that, during this period, individuals may often possess or have access to material nonpublic information relevant to the expected financial results for the quarter. Special blackout periods From time to time, the Company may also prohibit directors, officers, employees and agents from engaging in transactions involving Company securities when, in the judgment of the Legal Department, a trading blackout is warranted. The Company will generally impose special blackout periods when there are material developments known to the Company that have not yet been disclosed to the public. For example, the Company may impose a special blackout period in anticipation of announcing interim earnings guidance or a significant transaction or business development. However, special blackout periods may be declared for any reason. The Company will notify those persons subject a special blackout period. Each person who has been so identified and notified by the Company may not engage in any transaction involving Company securities until instructed otherwise by the Legal Department or its designee, and should not disclose to others the fact of such suspension of trading. Regulation BTR blackouts Directors and Executive Officers may also be subject to trading blackouts pursuant to Regulation Blackout Trading Restriction under U.S. federal securities laws (“Regulation BTR”, with Directors and Executive Officers having the definitions set forth therein). In general, Regulation BTR prohibits any director or executive officer from engaging in certain transactions involving Company securities during periods when 401(k) plan participants are prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain securities held in individual account plans. Any profits realized from a transaction that violates Regulation BTR are recoverable by the Company, regardless of the intentions of

-9- the director or executive officer effecting the transaction. In addition, individuals who engage in such transactions are subject to sanction by the SEC as well as potential criminal liability. The Company has provided, or will provide, separate memoranda and other appropriate materials to its directors and executive officers regarding compliance with Regulation BTR. The Company will notify directors and executive officers if they are subject to a blackout trading restriction under Regulation BTR. Failure to comply with an applicable trading blackout in accordance with Regulation BTR is a violation of law and this Policy. No “safe harbors” There are no unconditional “safe harbors” for trades made at particular times, and all persons subject to this Policy should exercise good judgment at all times. Even when a quarterly blackout period is not in effect, you may be prohibited from engaging in transactions involving Company securities because you possess (or are presumed to possess) material nonpublic information, are subject to a special blackout period or are otherwise restricted under this Policy.

-10- PRE-CLEARANCE OF TRADES The Company’s directors and officers, as defined by Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934 (“Section 16”) and listed on Schedule I, must refrain from engaging in any transaction involving Company securities without first obtaining pre-clearance of the transaction from the Legal Department, even during an open trading window. Each of the Section 16 directors and officers is expected to comply with the pre-clearance obligation until 6 months after such director or officer is no longer affiliated with the Company. From time to time, the Company will also notify other persons that they are subject to the pre-clearance requirements. These procedures also apply to transactions by members of these individuals’ immediate family, persons with whom they share a household, persons that are their economic dependents and any other individuals or entities whose transactions in securities they influence, direct or control. In addition, the Company’s Section 16 directors and officers may only engage in a transaction involving Company securities if they do so either (1) pursuant to a pre-approved periodic trading plan that is designed in accordance with Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”) and approved by Ubiquiti’s Legal Department (as described in the “Limited Exceptions” Section herein) or (2) within five days after the end of a regular quarterly blackout period and with pre-clearance of the Legal Department. These pre-clearance procedures are intended to decrease insider trading risks associated with transactions by individuals with regular or special access to material nonpublic information. In addition, requiring pre-clearance of transactions by directors and officers facilitates compliance with Rule 144 resale restrictions under the Securities Act of 1933 (“Rule 144”), the liability and reporting provisions of Section 16 and Regulation BTR. Pre-clearance of a trade, however, is not required for purchases and sales of securities under a pre-approved Rule 10b5-1 trading plan. Any termination or modification of a pre- approved 10b5-1 trading plan, or similar trading arrangement, requires pre-approval from the Legal Department. Such termination or modification must occur before you become aware of any material nonpublic information and must comply with the requirements of the rules regarding such trading plans. Pre-clearance of a trade, however, is not a defense to a claim of insider trading and does not excuse you from otherwise complying with insider trading laws or this Policy. The Legal Department is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction.

-11- ADDITIONAL RESTRICTIONS AND GUIDANCE This section addresses certain types of transactions that may expose you and the Company to significant risks. You should understand that, even though a transaction may not be expressly prohibited by this section, you are responsible for ensuring that the transaction otherwise complies with other provisions in this Policy that may apply to the transaction, such as the general prohibition against insider trading as well as preclearance procedures and blackout periods, to the extent applicable. If you are a director, officer, employee or, agent or other person subject to this Policy, regardless of whether you are subject to trading windows or pre-clearance: Short sales Short sales (i.e., the sale of a security that must be borrowed to make delivery) and “selling short against the box” (i.e., a sale with a delayed delivery) with respect to Company securities are prohibited. Short sales may signal to the market possible bad news about the Company or a general lack of confidence in the Company’s prospects, and an expectation that the value of Company securities will decline. In addition, short sales are effectively a bet against the Company’s success and may reduce the seller’s incentive to improve the Company’s performance. Short sales may also create a suspicion that the seller is engaged in insider trading. Derivative securities and hedging transactions You are prohibited from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) with respect to Company securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. Stock options, stock appreciation rights and other securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition. Using Company securities as collateral for loans You may pledge Company securities as collateral for loans only with prior approval of the Board of Directors or an independent committee of the Board of Directors. Decisions will be based on the facts and circumstances of the request including but not limited to: (1) the percentage of the Company securities held by the individual that is currently pledged, (2) any compelling needs of the individual justifying the pledge and (3) the magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, or trading volume. The initiation of new pledging transactions is not permitted during a blackout period. Holding Company securities in margin accounts You may not hold Company securities in margin accounts. Under typical margin arrangements, if you fail to meet a margin call, the broker may be entitled to sell securities held in the margin account without your consent. The sale, even though not initiated at your request, is still considered a sale for your benefit and, if made at a time when you are aware of material nonpublic information or are otherwise not permitted to trade, may result in inadvertent insider trading violations, Section 16 and Regulation BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company. For these same reasons, even if you are not prohibited from holding Company securities in margin accounts, you should exercise caution when doing so.

-12- Placing open orders with brokers Except in accordance with an approved trading plan under Rule 10b5-1, as discussed below, you should exercise caution when placing open orders, such as limit orders or stop orders, with brokers, particularly where the order is likely to remain outstanding for an extended period of time. Open orders may result in the execution of a trade at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in Company securities, which may result in inadvertent insider trading violations, Section 16 and Regulation BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company. If you are subject to blackout periods or pre-clearance requirements, you should so inform any broker with whom you place any open order at the time it is placed.

-13- LIMITED EXCEPTIONS The following are certain limited exceptions to the trading restrictions imposed by the Company under this Policy. Please be aware that even if a transaction is subject to an exception to this Policy, you will need to separately assess whether the transaction complies with applicable law. For example, even if a transaction is indicated as exempt from this Policy, you need to comply with Section 16 and Rule 144, to the extent applicable. You are responsible for complying with applicable law at all times. In addition, the following limited exceptions are not exceptions for individuals subject to the pre-clearance requirements. Transactions pursuant to a trading plan that complies with SEC rules The SEC has enacted rules that provide an affirmative defense against alleged violations of U.S. federal insider trading laws for transactions pursuant to trading plans that meet certain requirements. In general, these rules, as set forth in Rule 10b5-1, provide for an affirmative defense if you enter into a contract, provide instructions or adopt a written plan for trading securities when you are not aware of material nonpublic information. The contract, instructions or plan must (i) specify the amount, price and date of the transaction, (ii) specify an objective method for determining the amount, price and date of the transaction and/or (iii) place any subsequent discretion for determining the amount, price and date of the transaction in another person who is not, at the time of the transaction, aware of material nonpublic information. Consistent with requirements imposed by the SEC, the Company requires that any such trading plan (and any amendments or terminations thereof) comply with the applicable cooling off period requirements and other restrictions and limitations set forth in Rule 10b5-1. Transactions made pursuant to a written trading plan that (i) complies with the affirmative defense set forth in Rule 10b5-1 and (ii) is approved in advance by the Legal Department, are not subject to the restrictions in this Policy against trades made while aware of material nonpublic information or to the pre- clearance procedures or blackout periods established under this Policy. In approving a trading plan, the Legal Department may, in furtherance of the objectives expressed in this Policy, impose criteria in addition to those set forth in Rule 10b5-1. You should therefore confer with the Legal Department prior to entering into any trading plan. Amendments to a trading plan must be approved in advance by the Legal Department. An amendment cannot be made during a quarterly blackout period or at a time when the individual possesses material nonpublic information. The SEC rules regarding trading plans are complex and must be complied with completely to be effective. The description provided above is only a summary, and the Company strongly advises that you consult with your legal advisor if you intend to adopt a trading plan. While trading plans are subject to review and approval by the Company, the individual adopting the trading plan is ultimately responsible for compliance with Rule 10b5-1 and ensuring that the trading plan complies with this Policy. Trading plans must be filed with the Legal Department and must be accompanied with an executed certificate stating that the trading plan complies with Rule 10b5-1 and any other criteria established by the Company. For directors and Section 16 officers, the Company must publicly disclose information regarding trading plans that you may enter.

-14- Transactions pursuant to an irrevocable power of attorney upon vesting of restricted stock or restricted stock units The trading restrictions under this Policy do not apply to transactions made by a third party on your behalf pursuant to an irrevocable power of attorney executed during an open trading window at a time you were not in possession of material nonpublic information if: • on or after the time you receive a restricted stock or restricted stock unit grant you execute an irrevocable power of attorney that cannot be terminated by you; • the sales undertaken are solely for the purpose of funding withholding tax obligations that arise as restricted stock or restricted stock units granted by the Company to you vest; • the sales occur without your prior consent (other than as set forth in the irrevocable power of attorney) at market prices in a brokers’ transaction; • the proceeds of the sales are remitted to the Company or the applicable tax authority directly; and • the sales occur within 30 days of the vesting of the restricted stock or restricted stock units. Receipt and vesting of stock options, restricted stock and stock appreciation rights The trading restrictions under this Policy do not apply to the acceptance or purchase of stock options, restricted stock or stock appreciation rights issued or offered by the Company. The trading restrictions under this Policy also do not apply to the vesting, cancellation or forfeiture of stock options, restricted stock or stock appreciation rights in accordance with applicable plans and agreements. Exercise of stock options for cash The trading restrictions under this Policy do not apply to the exercise of stock options for cash under the Company’s stock option plans. Likewise, the trading restrictions under this Policy do not apply to the exercise of stock options in a stock-for-stock exercise with the Company or an election to have the Company withhold securities to cover tax obligations in connection with an option exercise. However, the trading restrictions under this Policy do apply to (i) the sale of any securities issued upon the exercise of a stock option, (ii) a cashless exercise of a stock option through a broker, since this involves selling a portion of the underlying shares to cover the costs of exercise, and (iii) any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. Stock splits, stock dividends and similar transactions The trading restrictions under this Policy do not apply to a change in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, or similar transactions. Inheritance The trading restrictions under this Policy do not apply to transfers of Company securities by will or the laws of descent and distribution.

-15- Change in form of ownership Transactions that involve merely a change in the form in which you own securities are permissible. For example, you may transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime. Other exceptions Any other exception from this Policy must be approved by the Legal Department, in consultation with the Board of Directors or an independent committee of the Board of Directors.

-16- COMPLIANCE WITH SEC REPORTING OBLIGATIONS Obligations under Section 16 Section 16, and the related rules and regulations, set forth (i) reporting obligations, (ii) limitations on “short-swing” transactions and (iii) limitations on short sales and other transactions applicable to directors, officers, large shareholders and certain other persons. The Company has determined that those persons holding the titles listed on Schedule I are required to comply with Section 16 because of their positions with the Company. The Legal Department may amend Schedule I from time to time as appropriate to reflect the election of new officers or directors, any change in the responsibilities of officers or other employees and any promotions, demotions, resignations or departures. Schedule I is not necessarily an exhaustive list of persons subject to Section 16 requirements at any given time. Even if you are not listed on Schedule I, you may be subject to Section 16 reporting obligations because of your shareholdings, for example. Notification requirements to facilitate Section 16 reporting Generally, Section 16 reports must be filed with the SEC within two business days following the execution of a transaction in Company securities. To facilitate timely reporting of transactions pursuant to Section 16 requirements, each person subject to Section 16 reporting requirements must provide, or must ensure that his or her broker provides, the Company with detailed information (e.g., trade date, number of shares, exact price, etc.) regarding his or her transactions involving Company securities, including gifts, transfers, pledges and transactions pursuant to a trading plan, both prior to (to confirm compliance with pre-clearance procedures, if applicable) and promptly following execution. Rule 144 Pursuant to Rule 144, if the amount of Company securities to be sold by officers and directors during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, such officer or director must notify the Securities and Exchange Commission of such sale by electronically filing a Form 144 via EDGAR concurrently with either placing a sell order with a broker or executing the sale directly with a market maker. Generally, a broker will make these electronic filings. Personal responsibility The obligation to file Section 16 and Form 144 reports, and to otherwise comply with Section 16 or Rule 144, is personal. The Company is not responsible for the failure to comply with Section 16 or Rule 144 requirements.

-17- ADDITIONAL INFORMATION Delivery of Policy This Policy will be delivered to all directors, officers, employees and agents of the Company when they commence service with the Company. It is available on our website and may be amended from time to time. Each director, officer, employee and contractor of the Company is required to acknowledge that he or she understands, and agrees to comply with, this Policy. Amendments We are committed to continuously reviewing and updating our policies and procedures. The Company therefore reserves the right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law. A current copy of the Company’s policies regarding insider trading may be obtained by contacting the Legal Department and is also available on the Company website at: https://ir.ui.com/sites/default/files/ubiquiti-insider-trading-policy.pdf . Nothing in this Insider Trading Policy creates or implies an employment contract or term of employment. Employment at the Company is employment at-will. Employment at-will may be terminated with or without cause and with or without notice at any time by the employee or the Company. Nothing in this Insider Trading Policy shall limit the right to terminate employment at-will. No employee of the Company has any authority to enter into any agreement for employment for a specified period of time or to make any agreement or representation contrary to the Company’s policy of employment at-will. Only the Chief Executive Officer of the Company has the authority to make any such agreement, which must be in writing. The policies in this Insider Trading Policy do not constitute a complete list of Company policies or a complete list of the types of conduct that can result in discipline, up to and including dismissal for cause, regardless of whether or not your failure to comply with this Policy results in a violation of law.

-18- SCHEDULE I Individuals subject to Section 16 reporting and liability provisions 1. Directors 2. President, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy- making function, or any other person who performs similar policy-making functions for the Company.

Exhibit 21.1

Subsidiaries of Ubiquiti Inc.*

UI Limited

Taiwan

Ubiquiti (Taiwan) Sales Limited

Taiwan

Ubiquiti Cayman Development Limited

Cayman Islands

Ubiquiti Cayman Limited

Cayman Islands

*Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of Ubiquiti Inc. are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statements (Nos. 333-251503, 333-193793, 333-185958 and 333-177310) on Form S-8 of our report dated August 23, 2024, with respect to the consolidated financial statements of Ubiquiti Inc. and subsidiaries and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

New York, New York

August 23, 2024

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Pera, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ubiquiti Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:			August 23, 2024

/s/ Robert J. Pera
Robert J. Pera Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Radigan, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ubiquiti Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:			August 23, 2024

/s/ Kevin Radigan
Kevin Radigan Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Pera, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Ubiquiti Inc. on Form 10-K for the fiscal year ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Ubiquiti Inc.

Date: August 23, 2024



By:						/s/ Robert J. Pera
Name:						Robert J. Pera
Title:						Chief Executive Officer and Director (Principal Executive Officer)

I, Kevin Radigan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Ubiquiti Inc. on Form 10-K for the fiscal year ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Ubiquiti Inc.

Date: August 23, 2024



By:						/s/ Kevin Radigan
Name:						Kevin Radigan
Title:						Chief Accounting and Finance Officer (Principal Financial Officer and Principal Accounting Officer)

UBIQUITI INC. Incentive Compensation Clawback Policy 1. Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Ubiquiti Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (this “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with the New York Stock Exchange (the “NYSE”) Listing Company Manual Section 303A.14, as such rule may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy. 2. Interpretation and Administration. The Committee shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements. 3. Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.” 4. Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy. 5. Forms of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as Exhibit 97

2 determined by the Committee. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or cancellation of outstanding and future compensation. Any reduction, cancellation or forfeiture of any compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 6. No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy. 7. Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not composed solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following: (a) the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE; or (b) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder. 8. Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties. 9. Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules. 10. Non-Exclusivity. Nothing in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules. 11. Successors. The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

3 12. Defined Terms. “Covered Executives” shall have the meaning set forth in Section 3 of this Policy. “Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement: (A) The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and (B) The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE. “Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy making functions for the Company. “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission). “Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. “Incentive Compensation” shall mean any compensation (whether cash or equity- based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long- term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the

4 Company has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules. “Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the rules of the NYSE, as of any determination date. “Listing Rules” shall have the meaning set forth in Section 1 of this Policy. Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period. “Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. “Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement. Adopted on: November 30, 2023

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Jun. 30, 2024	Aug. 22, 2024	Dec. 29, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jun. 30, 2024
Current Fiscal Year End Date	--06-30
Document Transition Report	false
Entity File Number	001-35300
Entity Registrant Name	UBIQUITI INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0097377
Entity Address, Address Line One	685 Third Avenue
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	646
Local Phone Number	780-7958
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	UI
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 583,781,006
Entity Common Stock, Shares Outstanding (in shares)		60,469,583
Documents Incorporated by Reference	Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001511737

AUDIT INFORMATION	12 Months Ended
AUDIT INFORMATION	Jun. 30, 2024
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	New York, New York
Auditor Firm ID	185

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 126,342	$ 114,826
Investments — short-term	0	109
Accounts receivable, net of allowance for doubtful accounts of $498 and $92 at June 30, 2024 and 2023 respectively	169,147	167,787
Inventories	462,032	737,121
Vendor deposits	123,461	125,227
Prepaid expenses and other current assets	35,031	21,974
Total current assets	916,013	1,167,044
Property and equipment, net	81,126	86,845
Operating lease right-of-use assets, net	47,768	57,485
Deferred tax assets	35,934	23,701
Other long-term assets	73,571	71,324
Total assets	1,154,412	1,406,399
Current liabilities:
Accounts payable	51,095	154,157
Income taxes payable	23,475	19,309
Debt — short-term	36,508	36,508
Other current liabilities	173,713	141,845
Total current liabilities	284,791	351,819
Income taxes payable — long-term	53,599	74,880
Operating lease liabilities — long-term	37,176	46,052
Debt — long-term	669,878	1,041,381
Deferred tax liability — long-term	492	226
Other long-term liabilities	13,416	7,774
Total liabilities	1,059,352	1,522,132
Commitments and Contingencies
Stockholders’ equity (deficit):
Preferred stock—$0.001 par value; 50,000,000 shares authorized; none issued	0	0
Common stock, value	60	60
Additional paid–in capital	10,645	4,721
Retained earnings (deficit)	84,355	(120,514)
Total stockholders’ equity (deficit)	95,060	(115,733)
Total liabilities and stockholders’ equity (deficit)	$ 1,154,412	$ 1,406,399

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 498	$ 92
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common Stock, Shares, Issued (in shares)	60,462,539	60,441,896
Common stock, shares outstanding (in shares)	60,462,539	60,441,896

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 1,928,490	$ 1,940,512	$ 1,691,692
Cost of revenues	1,188,728	1,179,781	1,021,880
Gross profit	739,762	760,731	669,812
Operating expenses:
Research and development	159,768	145,172	137,689
Sales, general and administrative	80,997	70,993	69,859
Total operating expenses	240,765	216,165	207,548
Income from operations	498,997	544,566	462,264
Interest expense and other, net	75,169	58,224	17,815
Income before income taxes	423,828	486,342	444,449
Provision for income taxes	73,868	78,701	65,792
Net income	$ 349,960	$ 407,641	$ 378,657
Net income per share of common stock:
Basic (in dollars per share)	$ 5.79	$ 6.75	$ 6.14
Diluted (in dollars per share)	$ 5.79	$ 6.74	$ 6.13
Weighted average shares used in computing net income per share of common stock:
Basic (in shares)	60,454	60,435	61,689
Diluted (in shares)	60,458	60,451	61,723
Other comprehensive income:
Unrealized losses on available-for-sale securities	$ 0	$ 0	$ (475)
Other comprehensive loss	0	0	(475)
Comprehensive income	$ 349,960	$ 407,641	$ 378,182

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Loss
Balance at beginning of period (in shares) at Jun. 30, 2021		62,582,858
Balance at beginning of period at Jun. 30, 2021	$ 2,699	$ 63	$ 0	$ 2,635	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	378,657			378,657
Other comprehensive income (loss)	(475)				(475)
Stock options exercised (in shares)		8,413
Stock options exercised	98		98
Restricted stock units issued, net of tax withholdings (in shares)		23,107
Restricted stock units issued, net of tax withholdings	(1,185)		(1,185)
Repurchase of Common Stock (in shares)		(2,193,853)
Repurchase of Common Stock	(618,131)	$ (3)	(1,779)	(616,349)
Share-based compensation expense	3,516		3,516
Dividends paid on Common Stock	(148,055)			(148,055)
Balance at end of period (in shares) at Jun. 30, 2022		60,420,525
Balance at end of period at Jun. 30, 2022	(382,876)	$ 60	650	(383,112)	(474)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	407,641			407,641
Reclassification adjustment for loss on investments included in net income	474				474
Other comprehensive income (loss)	0
Stock options exercised (in shares)		2,112
Stock options exercised	23		23
Restricted stock units issued, net of tax withholdings (in shares)		19,259
Restricted stock units issued, net of tax withholdings	(686)		(686)
Share-based compensation expense	4,734		4,734
Dividends paid on Common Stock	$ (145,043)			(145,043)
Balance at end of period (in shares) at Jun. 30, 2023	60,441,896	60,441,896
Balance at end of period at Jun. 30, 2023	$ (115,733)	$ 60	4,721	(120,514)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	349,960			349,960
Other comprehensive income (loss)	0
Restricted stock units issued, net of tax withholdings (in shares)		20,643
Restricted stock units issued, net of tax withholdings	(434)		(434)
Share-based compensation expense	6,358		6,358
Dividends paid on Common Stock	$ (145,091)			(145,091)
Balance at end of period (in shares) at Jun. 30, 2024	60,462,539	60,462,539
Balance at end of period at Jun. 30, 2024	$ 95,060	$ 60	$ 10,645	$ 84,355	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends paid on Common Stock (in dollars per share)	$ 2.40	$ 2.40	$ 2.40

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 349,960	$ 407,641	$ 378,657
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,251	16,292	13,689
Amortization of debt issuance costs	1,725	1,405	1,319
Non-cash lease expense	231	362	1,142
Premium amortization and (discount accretion), net	0	0	88
Provision for excess and obsolete inventory	23,905	13,391	2,413
Provision for loss on vendor deposits	20,019	(3,913)	8,907
Share-based compensation	6,358	4,734	3,516
Deferred taxes	(11,967)	(16,857)	(1,842)
Change in unrealized loss on available-for-sale securities	109	792	0
Provision for sales returns	(574)	553	1,004
Other, net	405	365	(555)
Changes in operating assets and liabilities:
Accounts receivable	(1,765)	(48,200)	52,657
Inventories	250,665	(487,922)	(29,565)
Vendor deposits	(18,253)	(39,457)	(79,034)
Prepaid expenses and other assets	(17,564)	(10,252)	1,841
Accounts payable	(103,086)	69,730	(28,686)
Income taxes payable	(17,115)	(14,041)	(10,288)
Deferred revenues	6,595	(1,321)	(3,593)
Accrued and other liabilities	32,617	(38,730)	58,589
Net cash provided by (used in) operating activities	541,516	(145,428)	370,259
Cash Flows from Investing Activities:
Purchase of property and equipment and other long-term assets	(11,975)	(20,934)	(13,468)
Purchase of investments	0	0	(1,479)
Proceeds from sale of investments	0	0	2,457
Proceeds from maturities of investments	0	0	1,310
Net cash used in investing activities	(11,975)	(20,934)	(11,180)
Cash Flows from Financing Activities:
Debt issuance costs	0	(1,205)	0
Repurchases of common stock	0	0	(618,131)
Payment of common stock cash dividends	(145,091)	(145,043)	(148,055)
Proceeds from exercise of stock options	0	23	98
Tax withholdings related to net share settlements of restricted stock units	(434)	(686)	(1,185)
Net cash (used in) provided by financing activities	(518,025)	144,964	(472,273)
Net increase (decrease) in cash and cash equivalents	11,516	(21,398)	(113,194)
Cash and cash equivalents at beginning of period	114,826	136,224	249,418
Cash and cash equivalents at end of period	126,342	114,826	136,224
Supplemental Disclosure of Cash Flow Information:
Income taxes paid, net of refunds	108,572	109,685	78,180
Interest paid	75,094	53,870	11,561
Non-Cash Investing and Financing Activities:
Right-of-use asset recognized	4,393	7,201	34,516
Unpaid property and equipment and other long-term assets	1,300	1,274	511
Term Loan Facility
Cash Flows from Financing Activities:
Proceeds from borrowing	0	250,000	0
Repayments against credit facility	(157,500)	(28,125)	(25,000)
Revolving Credit Facility
Cash Flows from Financing Activities:
Proceeds from borrowing	0	415,000	345,000
Repayments against credit facility	$ (215,000)	$ (345,000)	$ (25,000)

BUSINESS AND BASIS OF PRESENTATION	12 Months Ended
BUSINESS AND BASIS OF PRESENTATION	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND BASIS OF PRESENTATION	BUSINESS AND BASIS OF PRESENTATION Business— Ubiquiti Inc. and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for service providers, enterprises and consumers globally. The Company operates on a fiscal year ending June 30. In these notes, Ubiquiti refers to the fiscal years ended June 30, 2024, 2023 and 2022 as fiscal 2024, fiscal 2023 and fiscal 2022, respectively. Basis of Presentation— The Company’s consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principle (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. The Company has reclassified certain amounts reported in the previous period to conform to the current period presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Accounting Estimates

Segments

Recognition of Revenues

•Identification of the contract, or contracts with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy the performance obligation

contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. The Company records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

Transaction price and allocation to performance obligations

Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The Company is directly responsible for fulfilling its performance obligations in contracts with customers and does not rely on another party to fulfill its promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling prices of the promised products or services underlying each performance obligation.

The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and are not considered a separate performance obligation.

Cash and Cash Equivalents

Concentration of Risk

Inventory and Inventory Valuation

Product Warranties

Allowance for Credit Losses

The changes in the estimate of expected credit losses for the Company's trade receivables were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Beginning balance	$	92	$	52	$	47
Charged to expenses	406		40		5

Ending balance	$	498	$	92	$	52

Long Lived Assets

Property and Equipment

Furniture, fixtures and equipment are recorded at cost.

The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows:


						Estimated Useful Life
Testing equipment						3 to 5 years
Computer and other equipment						3 to 5 years
Furniture and fixtures						3 to 5 years
Software						up to 3 years
Corporate aircraft						15 years
Leasehold improvements						shorter of lease term or useful life

Intangible Assets

Leases

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses.

Income Taxes

Share-based Compensation

Commitments and Contingencies

Foreign Currency Remeasurement

Research and Development Costs

Earnings Per Share

Newly Adopted Accounting Standards

The Company did not adopt any new accounting standards in fiscal 2024 that were significant to the Company.

Recent Accounting Pronouncements Not Yet Effective

Segment Reporting

Income Taxes

REVENUES	12 Months Ended
REVENUES	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUES	REVENUES Revenue is primarily generated from the sale of hardware as well as the related implied PCS. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products and PCS to our customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered. Disaggregation of Revenue See Note 13 “Segment Information, Revenues by Geography and Significant Customers” for disaggregation of revenue by product category and geography. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to PCS and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company’s right to the consideration is unconditional. Our contract liabilities consist of advance payments (customer deposits) as well as billing in excess of revenue recognized primarily related to deferred revenue. We classify customer deposits as a current liability, and deferred revenue as a current or non-current liability based on the timing of when we expect to fulfill these remaining performance obligations. The current portion of deferred revenue is included in other current liabilities and the non-current portion is included in other long-term liabilities in our consolidated balance sheets. As of June 30, 2024 and 2023, the Company’s customer deposits were $1.3 million and $1.2 million, respectively. As of June 30, 2024, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $20.3 million and $13.4 million, respectively. As of June 30, 2023, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $17.9 million and $7.8 million, respectively. We expect the majority of our deferred revenue to convert to revenue in two years. For fiscal years 2024 and 2023 we recognized revenues amounting to $17.9 million and $20.8 million, respectively from previous years' deferred revenue balances. Variable Consideration The Company provides for rights of return to certain customers on product sales and therefore records a provision for returns related to this variable consideration based upon its historical returns experience with these customers. The Company also provides certain customers with discounts that are recorded as a reduction of revenue in the period the related product revenue is recognized and are reflected as a reduction of outstanding accounts receivable. The Company’s contracts with customers generally do not contain other forms of variable consideration, however when additional variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price.

EARNINGS PER SHARE

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):


	Year ended June 30,
	2024		2023		2022
Numerator:
Net income	$	349,960	$	407,641	$	378,657
Denominator:
Weighted-average shares used in computing basic earnings per share	60,454		60,435		61,689
Add—dilutive potential common shares:
Stock options	—		—		7
Restricted stock units	4		16		27
Weighted-average shares used in computing diluted earnings per share	60,458		60,451		61,723
Net income per share of common stock:
Basic	$	5.79	$	6.75	$	6.14
Diluted	$	5.79	$	6.74	$	6.13


	Year ended June 30,
	2024	2023	2022
Restricted stock units	80	2	8

BALANCE SHEET COMPONENTS

12 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

BALANCE SHEET COMPONENTS

Inventories

Inventories consisted of the following (in thousands):


	June 30,
	2024		2023
Finished goods	$	387,447	$	643,499
Raw materials	74,585		93,622
Total	$	462,032	$	737,121

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30,
	2024		2023
Testing equipment	$	18,964	$	18,265
Tooling equipment	26,892		22,687
Leasehold improvements	26,264		24,968
Computer and other equipment	10,482		10,860
Software	9,375		9,421
Furniture and fixtures	1,913		1,716
Corporate aircraft	65,807		65,807
Property and equipment, gross	159,697		153,724
Less: Accumulated depreciation and amortization	(78,571)		(66,879)
Property and equipment, net	$	81,126	$	86,845

The Company recorded depreciation and amortization expense of $17.7 million, $14.7 million and $12.1 million in fiscal 2024, 2023 and 2022, respectively.

Other Long-term Assets

Other long-term assets consisted of the following (in thousands):


	June 30,
	2024		2023
Hong Kong tax deposit (1)	$	60,402	$	60,106
Intangible assets, net (2)	4,164		5,695
Other long-term assets	9,005		5,523
Total	$	73,571	$	71,324

(2) Accumulated amortization was $7.5 million and $5.9 million for the periods ending June 30, 2024 and June 30, 2023, respectively.

Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — short term	$	20,332	$	17,911
Accrued expenses	26,600		23,426
Lease liability — current	13,724		14,333
Warranty accrual	10,825		8,745
Accrued compensation and benefits	8,453		7,330
Customer deposits	1,283		1,211
Reserves for sales returns	3,906		4,999
Inventory received not billed	72,560		56,862
Other payables	16,030		7,028
Total	$	173,713	$	141,845

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — long-term	$	13,416	$	7,774

Total	$	13,416	$	7,774

ACCRUED WARRANTY

12 Months Ended

Jun. 30, 2024

Product Warranties Disclosures [Abstract]

ACCRUED WARRANTY

Warranty obligations, included in other current liabilities, were as follows (in thousands):


	June 30,
	2024		2023
Beginning balance	$	8,745	$	6,394
Accruals for warranties issued during the period	12,823		11,325
Changes in liability for pre-existing warranties during the period	1,043		606
Settlements made during the period	(11,786)		(9,580)
Total	$	10,825	$	8,745

DEBT

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

DEBT

The Company's unamortized balance of debt issuance costs are $1.7 million as of June 30, 2024, which are amortized as interest expense over the life of the Facilities.

Our debt consisted of the following (in thousands):


	June 30,
	2024		2023
Initial Term Loan - short term	$	25,000	$	25,000
First Amendment Term Loan - short-term	12,500		12,500
Debt issuance costs, net	(992)		(992)
Total Debt - short term	36,508		36,508
Initial Term Loan - long term	393,750		418,750
First Amendment Term Loan - long-term	101,875		234,375
Revolver - long term	175,000		390,000
Debt issuance costs, net	(747)		(1,744)
Total Debt - long term	$	669,878	$	1,041,381

acceleration of the obligations under the Amended Credit Agreement.

The Facilities

Term Facility:

Revolving Facility:

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2024, for fiscal 2025 and future fiscal years (in thousands):


Fiscal Year	2025		2026		2027		2028		2029		Thereafter		Total
Debt payment obligations	$	37,500	$	670,625	$	—	$	—	$	—	$	—	$	708,125
Interest and other payments on debt payment obligations (1)	51,959		37,075		—		—		—		—		89,034
Total	$	89,459	$	707,700	$	—	$	—	$	—	$	—	$	797,159

LEASES

12 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

The following table summarizes our lease costs for fiscal years ended June 30, 2024 and 2023 (in thousands):


		June 30,
		2024		2023
Operating lease costs:	Financial Statement Classification
Fixed lease costs	Operating expenses	$	11,671	$	11,199
Fixed lease costs	Cost of revenues	4,038		4,030
Variable lease costs	Operating expenses	655		548
Variable lease costs	Cost of revenues	807		555
Total lease costs		$	17,171	$	16,332

The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of June 30, 2024:


Fiscal 2025	$	15,193
Fiscal 2026	10,787
Fiscal 2027	6,806
Fiscal 2028	5,435
Fiscal 2029	3,663
Thereafter	13,848
Total future fixed operating lease payments	$	55,732

Less: Imputed interest	$	4,832
Total operating lease liabilities	$	50,900

Weighted-average remaining lease term - operating leases	Six years
Weighted-average discount rate - operating leases	3.5		%

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Obligations We subcontract with third parties to manufacture our products and supply key components. As of June 30, 2024 we had $981.7 million of purchase commitments with these third parties. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2024. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties. In addition, we may be subject to additional purchase obligations to our contract manufacturers for supply agreements and components ordered by them based on manufacturing forecasts we provide them each month. Transition Tax We have an obligation of $50.6 million as of June 30, 2024, related to the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. We expect to make payments of $22.5 million and $28.1 million in the first quarter of fiscal 2025 and 2026, respectively, in relation to this obligation. This obligation is included within Income tax payable and Long-term taxes payable on our consolidated balance sheets. Other Obligations As of June 30, 2024, the Company has other obligations of $6.1 million which consisted primarily of commitments related to research and development projects. Indemnification Obligations The Company enters into standard indemnification agreements with many of its business partners in the ordinary course of business. These agreements include provisions for indemnifying the business partner against any claim brought by a third-party to the extent any such claim alleges that a Company product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third-party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable and the Company has not incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements to date. Legal Matters The Company may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Taking all of the above factors into account, the Company records an amount where it is probable that the Company will incur a loss and where that loss can be reasonably estimated. However, the Company’s estimates may be incorrect and the Company could ultimately incur more or less than the amounts initially recorded. The Company may also incur significant legal fees, which are expensed as incurred, in defending against these claims. The Company is not currently aware of any pending or threatened litigation that would have a material adverse effect on the Company’s financial statements. Vivato/XR On April 19, 2017, XR Communications, LLC, d/b/a Vivato Technologies (“Vivato”), filed a complaint against the Company in the United States District Court for the Central District of California, alleging that at least one of the Company’s products infringes United States Patent Numbers 7,062,296 (the “'296 Patent”), 7,729,728 (the “'728 Patent”), and 6,611,231 (the “'231 Patent” and, collectively, the “Patents-in-Suit”). (the “Original Action”). On April 11, 2018, the Court stayed the Original Action pending completion of certain inter partes review (“IPR”) proceedings before the Patent Trial and Appeal Board (“PTO”). The PTO invalidated asserted claims of two of the three Patents-in-Suit. On June 16, 2021, Vivato filed a new suit against the Company in the Central District of California, alleging that various Company products infringe some of the non-invalidated claims of the ’728 Patent and U.S. Patent No. 10,594,376 (the “New Action”). On November 24, 2021, the Company and the remaining defendants in the Original Action filed a motion for judgment on the pleadings regarding the '231 Patent. On January 4, 2022, the Court granted defendants’ motion and dismissed Vivato’s claims based on the '231 Patent. The Federal Circuit Court of Appeals affirmed the invalidity of the '231 Patent on May 18, 2023. All claims asserted against the Company in the Original Action have been dismissed. On July 28, 2022, Vivato voluntarily dismissed, with prejudice, its remaining claims related to the '728 patent, as well as claims 22-31 of the '376 Patent. On October 20, 2022, an IPR was instituted with respect to the asserted claims of the '376 Patent. On October 26, 2022, the court stayed the case pending completion of the IPR. On October 3, 2023, the IPR with respect to the '376 Patent was terminated after the petitioners entered into a settlement agreement with Vivato. On December 4, 2023, the court lifted the stay. On May 16, 2024, the court entered a stipulated 30-day stay pending settlement discussions. On June 18, 2024 and July 19, 2024, the court issued further stipulated 30-day stays pending settlement discussions. Those discussions are ongoing. The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation. Network-1 Technologies, Inc. On October 5, 2022, Network-1 Technologies, Inc. ("Network-1") filed a patent infringement lawsuit against the Company in the District of Delaware, alleging that various Company products infringe United States Patent Number 6,218,930, which relates to 802.3af and 802.3at “Power over Ethernet” standards. Network-1 seeks compensatory and enhanced damages, attorneys' fees and costs, and pre- and post-judgment interest. The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation. Intellectual Ventures I LLC v. Ubiquiti Inc. On August 8, 2023, Intellectual Ventures I LLC ("IV") filed a patent infringement lawsuit against the Company in the District of Delaware, alleging that various Company products infringe United States Patent Number 8,594,122, which relates to 802.11ac “Beamforming” standards. IV seeks compensatory and enhanced damages, attorneys' fees and costs, and pre- and post-judgment interest. The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

COMMON STOCK AND TREASURY STOCK

12 Months Ended

Jun. 30, 2024

Equity [Abstract]

COMMON STOCK AND TREASURY STOCK

Common Stock Repurchases

The following table summarizes total activity related to our stock repurchase programs for the fiscal year end as indicated (in millions, except average price per share):


	June 30,
	2024	2023	2022
Number of shares repurchased and retired	—	—	2.2
Average price per share	N/A	N/A	$	281.75
Aggregate purchase price	N/A	N/A	$	618.1

SHARE- BASED COMPENSATION

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

SHARE- BASED COMPENSATION

SHARE-BASED COMPENSATION

Share-Based Compensation Plans

2010 Equity Incentive Plan

2020 Equity Incentive Plan

As of June 30, 2024, the Company had 4,876,805 authorized shares available for future issuance under all of its stock incentive plans.

Share-based Compensation

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2024, 2023 and 2022 (in thousands):


	Year ended June 30,
	2024		2023		2022
Cost of revenues	$	159	$	73	$	74
Research and development	4,831		3,541		2,541
Sales, general and administrative	1,368		1,120		901
	$	6,358	$	4,734	$	3,516

Stock Options

As of June 30, 2024, the Company had no unrecognized compensation cost related to stock options.

The Company did not grant any stock options during fiscal 2024, fiscal 2023, or fiscal 2022.

Forfeiture rate

Restricted Stock Units (“RSUs”)

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


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs, June 30, 2023	62,948	$	256.78
RSUs granted	65,143	$	147.53
RSUs vested	(23,311)	$	237.72
RSUs forfeited	(2,814)	$	267.64
Non-vested RSUs, June 30, 2024	101,966	$	191.04

As of June 30, 2024, there was unrecognized compensation costs related to RSUs of $13.6 million which the Company expects to recognize over a weighted average period of 3.1 years.

INCOME TAXES

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of income before provision for income taxes were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Domestic	$	149,523	$	102,930	$	102,145
Foreign	274,305		383,412		342,304
	$	423,828	$	486,342	$	444,449

The provision for income taxes consisted of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Current
Federal	$	67,870	$	78,774	$	55,259
State	8,019		9,443		6,814
Foreign	9,946		7,341		5,561
Current tax expense	85,835		95,558		67,634
Deferred
Federal	(7,110)		(15,338)		(882)
State	(627)		(1,745)		(960)
Foreign	(4,230)		226		—
Deferred tax benefit (expense)	(11,967)		(16,857)		(1,842)
Provision for income taxes	$	73,868	$	78,701	$	65,792

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


	Year ended June 30,
	2024		2023		2022
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of foreign operations	(5.7)		(6.8)		(8.0)
State tax expense	1.3		1.3		1.0
Share-based compensation	0.3		0.1		(0.1)
Subpart F income	0.4		1.1		1.0
Other permanent items	0.1		(0.5)		(0.1)
Effective tax rate	17.4	%	16.2	%	14.8	%

Significant components of the Company's deferred tax assets and liabilities as of June 30, 2024 are as follows (in thousands):


	June 30,
	2024		2023
Deferred tax assets
Reserves and allowances	$	5,631	$	11,041
Share-based compensation	452		380
Accrued expenses	824		703
Capitalized research expenditures	30,296		15,617
State tax	721		1,504
Investments	1,325		1,296
Lease liabilities	5,286		5,581
Other	14,974		11,945
Total deferred tax assets	59,509		48,067
Deferred tax liabilities
Property and equipment	(8,046)		(6,558)
Right of use assets	(4,929)		(5,304)
Other liabilities	(9,767)		(11,434)
Total deferred tax liabilities	(22,742)		(23,296)
Valuation allowance	(1,325)		(1,296)
Net deferred tax assets	$	35,442	$	23,475

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended June 30, 2024, 2023, and 2022 consists of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Unrecognized benefit—beginning of year	$	32,382	$	32,685	$	32,092
Gross increases—current year tax positions	5,347		5,361		4,629

Gross decreases—prior year tax positions due to statute lapse	(4,680)		(5,664)		(4,036)
Unrecognized benefit—end of year	$	33,049	$	32,382	$	32,685

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

12 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

Revenue

Revenues by product type were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
Enterprise Technology	$	1,617,665	84	%	$	1,621,426	84	%	$	1,316,685	78	%
Service Provider Technology	310,825		16	%	319,086		16	%	375,007		22	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
North America (1)	$	946,428	49	%	$	922,230	48	%	$	790,809	47	%
Europe, the Middle East and Africa	740,113		38	%	759,405		39	%	675,306		40	%
Asia Pacific	127,901		7	%	148,502		8	%	134,961		8	%
South America	114,048		6	%	110,375		5	%	90,616		5	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

(1) Revenue for the United States was $881.0 million, $855.3 million and $734.5 million for fiscal 2024, 2023, and 2022, respectively.

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

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Dividends On August 23, 2024, the Company announced that its Board of Directors had approved a quarterly cash dividend of $0.60 per share payable on September 9, 2024 to shareholders of record at the close of business on September 3, 2024. Any future dividends will be subject to the approval of the Company’s Board of Directors.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income	$ 349,960	$ 407,641	$ 378,657

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Jun. 30, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Use of Accounting Estimates

Segments

Recognition of Revenues

•Identification of the contract, or contracts with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy the performance obligation

contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue. Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days. The Company records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

Transaction price and allocation to performance obligations

Transaction prices are typically based on contracted rates. Although payment terms vary, payment is generally due from distribution customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The Company is directly responsible for fulfilling its performance obligations in contracts with customers and does not rely on another party to fulfill its promise. We use observable list prices to determine the stand-alone selling price of our performance obligation related to our products, and we utilize a cost-plus margin approach to estimate the stand-alone selling price of our implied PCS obligation. When our contracts contain multiple performance obligations, we allocate the transaction price based on the estimated standalone selling prices of the promised products or services underlying each performance obligation.

The expected costs associated with our base warranties continue to be recognized as an expense when the products are sold and are not considered a separate performance obligation.

Cash and Cash Equivalents

Concentration of Risk

Inventory and Inventory Valuation

Product Warranties

Allowance for Credit Losses

Long Lived Assets

Property and Equipment

Furniture, fixtures and equipment are recorded at cost.

The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows:


						Estimated Useful Life
Testing equipment						3 to 5 years
Computer and other equipment						3 to 5 years
Furniture and fixtures						3 to 5 years
Software						up to 3 years
Corporate aircraft						15 years
Leasehold improvements						shorter of lease term or useful life

Intangible Assets

Leases

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses.

Income Taxes

Share-based Compensation

Commitments and Contingencies

Foreign Currency Remeasurement

Research and Development Costs

Earnings Per Share

Newly Adopted Accounting Standards/Recent Accounting Pronouncements Not Yet Effective

Newly Adopted Accounting Standards

The Company did not adopt any new accounting standards in fiscal 2024 that were significant to the Company.

Recent Accounting Pronouncements Not Yet Effective

Segment Reporting

Income Taxes

Revenues

Revenue is primarily generated from the sale of hardware as well as the related implied PCS.

Disaggregation of Revenue

See Note 13 “Segment Information, Revenues by Geography and Significant Customers” for disaggregation of revenue by product category and geography.

Contract Balances

As of June 30, 2024 and 2023, the Company’s customer deposits were $1.3 million and $1.2 million, respectively.

As of June 30, 2024, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $20.3

million and $13.4 million, respectively.

As of June 30, 2023, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $17.9 million and $7.8 million, respectively.

Variable Consideration

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Allowance for Credit Losses Activity

The changes in the estimate of expected credit losses for the Company's trade receivables were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Beginning balance	$	92	$	52	$	47
Charged to expenses	406		40		5

Ending balance	$	498	$	92	$	52

Schedule of Estimated Useful Lives of Property and Equipment

The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows:


						Estimated Useful Life
Testing equipment						3 to 5 years
Computer and other equipment						3 to 5 years
Furniture and fixtures						3 to 5 years
Software						up to 3 years
Corporate aircraft						15 years
Leasehold improvements						shorter of lease term or useful life

EARNINGS PER SHARE (Tables)

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):


	Year ended June 30,
	2024		2023		2022
Numerator:
Net income	$	349,960	$	407,641	$	378,657
Denominator:
Weighted-average shares used in computing basic earnings per share	60,454		60,435		61,689
Add—dilutive potential common shares:
Stock options	—		—		7
Restricted stock units	4		16		27
Weighted-average shares used in computing diluted earnings per share	60,458		60,451		61,723
Net income per share of common stock:
Basic	$	5.79	$	6.75	$	6.14
Diluted	$	5.79	$	6.74	$	6.13

Schedule of Potential Shares of Common Stock Excluded from Diluted Per Share Calculation

The following table summarizes the total potential shares of common stock that were excluded from the diluted per share calculation, because to include them would have been anti-dilutive for the period (in thousands):


	Year ended June 30,
	2024	2023	2022
Restricted stock units	80	2	8

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	June 30,
	2024		2023
Finished goods	$	387,447	$	643,499
Raw materials	74,585		93,622
Total	$	462,032	$	737,121

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30,
	2024		2023
Testing equipment	$	18,964	$	18,265
Tooling equipment	26,892		22,687
Leasehold improvements	26,264		24,968
Computer and other equipment	10,482		10,860
Software	9,375		9,421
Furniture and fixtures	1,913		1,716
Corporate aircraft	65,807		65,807
Property and equipment, gross	159,697		153,724
Less: Accumulated depreciation and amortization	(78,571)		(66,879)
Property and equipment, net	$	81,126	$	86,845

Schedule of Other Long-Term Assets

Other Long-term Assets

Other long-term assets consisted of the following (in thousands):


	June 30,
	2024		2023
Hong Kong tax deposit (1)	$	60,402	$	60,106
Intangible assets, net (2)	4,164		5,695
Other long-term assets	9,005		5,523
Total	$	73,571	$	71,324

(2) Accumulated amortization was $7.5 million and $5.9 million for the periods ending June 30, 2024 and June 30, 2023, respectively.

Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — short term	$	20,332	$	17,911
Accrued expenses	26,600		23,426
Lease liability — current	13,724		14,333
Warranty accrual	10,825		8,745
Accrued compensation and benefits	8,453		7,330
Customer deposits	1,283		1,211
Reserves for sales returns	3,906		4,999
Inventory received not billed	72,560		56,862
Other payables	16,030		7,028
Total	$	173,713	$	141,845

Schedule of Other Long-Term Liabilities

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	June 30,
	2024		2023
Deferred revenue — long-term	$	13,416	$	7,774

Total	$	13,416	$	7,774

ACCRUED WARRANTY (Tables)

12 Months Ended

Jun. 30, 2024

Product Warranties Disclosures [Abstract]

Schedule of Warranty Obligations

Warranty obligations, included in other current liabilities, were as follows (in thousands):


	June 30,
	2024		2023
Beginning balance	$	8,745	$	6,394
Accruals for warranties issued during the period	12,823		11,325
Changes in liability for pre-existing warranties during the period	1,043		606
Settlements made during the period	(11,786)		(9,580)
Total	$	10,825	$	8,745

DEBT (Tables)

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Our debt consisted of the following (in thousands):


	June 30,
	2024		2023
Initial Term Loan - short term	$	25,000	$	25,000
First Amendment Term Loan - short-term	12,500		12,500
Debt issuance costs, net	(992)		(992)
Total Debt - short term	36,508		36,508
Initial Term Loan - long term	393,750		418,750
First Amendment Term Loan - long-term	101,875		234,375
Revolver - long term	175,000		390,000
Debt issuance costs, net	(747)		(1,744)
Total Debt - long term	$	669,878	$	1,041,381

Schedule of Maturities of Long-Term Debt

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2024, for fiscal 2025 and future fiscal years (in thousands):


Fiscal Year	2025		2026		2027		2028		2029		Thereafter		Total
Debt payment obligations	$	37,500	$	670,625	$	—	$	—	$	—	$	—	$	708,125
Interest and other payments on debt payment obligations (1)	51,959		37,075		—		—		—		—		89,034
Total	$	89,459	$	707,700	$	—	$	—	$	—	$	—	$	797,159

LEASES (Tables)

12 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Lease Costs

The following table summarizes our lease costs for fiscal years ended June 30, 2024 and 2023 (in thousands):


		June 30,
		2024		2023
Operating lease costs:	Financial Statement Classification
Fixed lease costs	Operating expenses	$	11,671	$	11,199
Fixed lease costs	Cost of revenues	4,038		4,030
Variable lease costs	Operating expenses	655		548
Variable lease costs	Cost of revenues	807		555
Total lease costs		$	17,171	$	16,332

Schedule of Undiscounted Future Fixed Payment Obligations Under Recognized Operating Leases and Reconciliation of Operating Lease Liabilities

The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of June 30, 2024:


Fiscal 2025	$	15,193
Fiscal 2026	10,787
Fiscal 2027	6,806
Fiscal 2028	5,435
Fiscal 2029	3,663
Thereafter	13,848
Total future fixed operating lease payments	$	55,732

Less: Imputed interest	$	4,832
Total operating lease liabilities	$	50,900

Weighted-average remaining lease term - operating leases	Six years
Weighted-average discount rate - operating leases	3.5		%

COMMON STOCK AND TREASURY STOCK (Tables)

12 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Activity Related to Stock Repurchase Programs

The following table summarizes total activity related to our stock repurchase programs for the fiscal year end as indicated (in millions, except average price per share):


	June 30,
	2024	2023	2022
Number of shares repurchased and retired	—	—	2.2
Average price per share	N/A	N/A	$	281.75
Aggregate purchase price	N/A	N/A	$	618.1

SHARE- BASED COMPENSATION (Tables)

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2024, 2023 and 2022 (in thousands):


	Year ended June 30,
	2024		2023		2022
Cost of revenues	$	159	$	73	$	74
Research and development	4,831		3,541		2,541
Sales, general and administrative	1,368		1,120		901
	$	6,358	$	4,734	$	3,516

Schedule of RSU Activity

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


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs, June 30, 2023	62,948	$	256.78
RSUs granted	65,143	$	147.53
RSUs vested	(23,311)	$	237.72
RSUs forfeited	(2,814)	$	267.64
Non-vested RSUs, June 30, 2024	101,966	$	191.04

INCOME TAXES (Tables)

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Before Provision for Income Taxes

The components of income before provision for income taxes were as follows (in thousands):


	Year ended June 30,
	2024		2023		2022
Domestic	$	149,523	$	102,930	$	102,145
Foreign	274,305		383,412		342,304
	$	423,828	$	486,342	$	444,449

Schedule of Components of Provision for Income Taxes

The provision for income taxes consisted of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Current
Federal	$	67,870	$	78,774	$	55,259
State	8,019		9,443		6,814
Foreign	9,946		7,341		5,561
Current tax expense	85,835		95,558		67,634
Deferred
Federal	(7,110)		(15,338)		(882)
State	(627)		(1,745)		(960)
Foreign	(4,230)		226		—
Deferred tax benefit (expense)	(11,967)		(16,857)		(1,842)
Provision for income taxes	$	73,868	$	78,701	$	65,792

Schedule of Effective to Statutory Income Tax Rate Reconciliation

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


	Year ended June 30,
	2024		2023		2022
Statutory rate	21.0	%	21.0	%	21.0	%
Effect of foreign operations	(5.7)		(6.8)		(8.0)
State tax expense	1.3		1.3		1.0
Share-based compensation	0.3		0.1		(0.1)
Subpart F income	0.4		1.1		1.0
Other permanent items	0.1		(0.5)		(0.1)
Effective tax rate	17.4	%	16.2	%	14.8	%

Schedule of Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company's deferred tax assets and liabilities as of June 30, 2024 are as follows (in thousands):


	June 30,
	2024		2023
Deferred tax assets
Reserves and allowances	$	5,631	$	11,041
Share-based compensation	452		380
Accrued expenses	824		703
Capitalized research expenditures	30,296		15,617
State tax	721		1,504
Investments	1,325		1,296
Lease liabilities	5,286		5,581
Other	14,974		11,945
Total deferred tax assets	59,509		48,067
Deferred tax liabilities
Property and equipment	(8,046)		(6,558)
Right of use assets	(4,929)		(5,304)
Other liabilities	(9,767)		(11,434)
Total deferred tax liabilities	(22,742)		(23,296)
Valuation allowance	(1,325)		(1,296)
Net deferred tax assets	$	35,442	$	23,475

Schedule of Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended June 30, 2024, 2023, and 2022 consists of the following (in thousands):


	Year ended June 30,
	2024		2023		2022
Unrecognized benefit—beginning of year	$	32,382	$	32,685	$	32,092
Gross increases—current year tax positions	5,347		5,361		4,629

Gross decreases—prior year tax positions due to statute lapse	(4,680)		(5,664)		(4,036)
Unrecognized benefit—end of year	$	33,049	$	32,382	$	32,685

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS (Tables)

12 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Revenues By Product Type

Revenues by product type were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
Enterprise Technology	$	1,617,665	84	%	$	1,621,426	84	%	$	1,316,685	78	%
Service Provider Technology	310,825		16	%	319,086		16	%	375,007		22	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

Schedule of Revenues By Geography

Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):


	Year ended June 30,
	2024				2023				2022
North America (1)	$	946,428	49	%	$	922,230	48	%	$	790,809	47	%
Europe, the Middle East and Africa	740,113		38	%	759,405		39	%	675,306		40	%
Asia Pacific	127,901		7	%	148,502		8	%	134,961		8	%
South America	114,048		6	%	110,375		5	%	90,616		5	%
Total revenues	$	1,928,490	100	%	$	1,940,512	100	%	$	1,691,692	100	%

(1) Revenue for the United States was $881.0 million, $855.3 million and $734.5 million for fiscal 2024, 2023, and 2022, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segments (Details)	12 Months Ended
	Jun. 30, 2024 segment
Accounting Policies [Abstract]
Number of reportable segments	1
Number of operating segments	1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recognition of Revenues (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Post contract customer support
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 33.7	$ 25.7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Risk (Details)	12 Months Ended
	Jun. 30, 2024
Minimum
Significant Accounting Policies [Line Items]
Credit terms	30 days
Maximum
Significant Accounting Policies [Line Items]
Credit terms	60 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranties (Details)	12 Months Ended
	Jun. 30, 2024
Minimum
Product Warranty Liability [Line Items]
Warranty period	1 year
Period of warranty effective from date of purchase	12 months
Maximum
Product Warranty Liability [Line Items]
Warranty period	2 years
Period of warranty effective from date of purchase	24 months

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance for Credit Losses Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance	$ 92	$ 52	$ 47
Charged to expenses	406	40	5
Ending balance	$ 498	$ 92	$ 52

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives of Property and Equipment (Details)	Jun. 30, 2024
Testing equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Testing equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Computer and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Computer and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Corporate aircraft
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details)	Jun. 30, 2024
Domain Names
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	15 years
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Useful lives of intangible assets	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-based Compensation (Details) - shares	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Accounting Policies [Abstract]
Stock options granted in period (in shares)	0	0	0	0

REVENUES (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Customer deposits	$ 1,283	$ 1,211
Deferred revenue — short term	20,332	17,911
Long-term deferred revenue	13,416	7,774
Deferred revenue recognized	$ 17,900	$ 20,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue recognition period	2 years

EARNINGS PER SHARE - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net income	$ 349,960	$ 407,641	$ 378,657
Denominator:
Weighted-average shares used in computing basic earnings per share (in shares)	60,454	60,435	61,689
Weighted-average shares used in computing diluted earnings per share (in shares)	60,458	60,451	61,723
Net income per share of common stock:
Basic (in dollars per share)	$ 5.79	$ 6.75	$ 6.14
Diluted (in dollars per share)	$ 5.79	$ 6.74	$ 6.13
Stock options
Denominator:
Dilutive potential common shares (in shares)	0	0	7
Restricted stock units
Denominator:
Dilutive potential common shares (in shares)	4	16	27

EARNINGS PER SHARE - Schedule of Potential Shares of Common Stock Excluded from Diluted Per Share Calculation (Details) - shares shares in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Restricted stock units (in shares)	80	2	8

BALANCE SHEET COMPONENTS - Schedule of Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Inventories [Abstract]
Finished goods	$ 387,447	$ 643,499
Raw materials	74,585	93,622
Total	$ 462,032	$ 737,121

BALANCE SHEET COMPONENTS - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Property and Equipment, Net [Abstract]
Property and equipment, gross	$ 159,697	$ 153,724
Less: Accumulated depreciation and amortization	(78,571)	(66,879)
Property and equipment, net	81,126	86,845
Depreciation and amortization	17,700	14,700	$ 12,100
Testing equipment
Property and Equipment, Net [Abstract]
Property and equipment, gross	18,964	18,265
Tooling equipment
Property and Equipment, Net [Abstract]
Property and equipment, gross	26,892	22,687
Leasehold improvements
Property and Equipment, Net [Abstract]
Property and equipment, gross	26,264	24,968
Computer and other equipment
Property and Equipment, Net [Abstract]
Property and equipment, gross	10,482	10,860
Software
Property and Equipment, Net [Abstract]
Property and equipment, gross	9,375	9,421
Furniture and fixtures
Property and Equipment, Net [Abstract]
Property and equipment, gross	1,913	1,716
Corporate aircraft
Property and Equipment, Net [Abstract]
Property and equipment, gross	$ 65,807	$ 65,807

BALANCE SHEET COMPONENTS - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Other Long-term Debt [Abstract]
Hong Kong tax deposit	$ 60,402	$ 60,106
Intangible assets, net	4,164	5,695
Other long-term assets	9,005	5,523
Total	73,571	71,324
Accumulated amortization, intangible assets	$ 7,500	$ 5,900

BALANCE SHEET COMPONENTS - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Other Current Liabilities [Abstract]
Deferred revenue — short term	$ 20,332	$ 17,911
Accrued expenses	26,600	23,426
Lease liability — current	13,724	14,333
Warranty accrual	10,825	8,745	$ 6,394
Accrued compensation and benefits	8,453	7,330
Customer deposits	1,283	1,211
Reserves for sales returns	3,906	4,999
Inventory received not billed	72,560	56,862
Other payables	16,030	7,028
Total	$ 173,713	$ 141,845
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total	Total

BALANCE SHEET COMPONENTS - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Other Long-Term Liabilities [Abstract]
Deferred revenue — long-term	$ 13,416	$ 7,774
Total	$ 13,416	$ 7,774

ACCRUED WARRANTY (Details) - USD ($) $ in Thousands	12 Months Ended
ACCRUED WARRANTY (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Warranty accrual, beginning balance	$ 8,745	$ 6,394
Accruals for warranties issued during the period	12,823	11,325
Changes in liability for pre-existing warranties during the period	1,043	606
Settlements made during the period	(11,786)	(9,580)
Warranty accrual, ending balance	$ 10,825	$ 8,745

DEBT - Narrative (Details) - USD ($)			12 Months Ended
DEBT - Narrative (Details) - USD ($)	Apr. 03, 2023	Mar. 30, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Revolving Credit Facility
Debt Disclosure [Line Items]
Long-term line of credit			$ 175,000,000
Repayments of debt, principal			215,000,000	$ 345,000,000	$ 25,000,000
Amended And Restated Credit Agreement \| Base Rate \| Minimum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.00%
Amended And Restated Credit Agreement \| Base Rate \| Maximum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.75%
Amended And Restated Credit Agreement \| SOFR \| Minimum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		2.00%
Amended And Restated Credit Agreement \| SOFR \| Maximum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		2.75%
Amended And Restated Credit Agreement \| Federal Funds Rate
Debt Disclosure [Line Items]
Debt basis spread on variable rate		0.50%
Amended And Restated Credit Agreement \| Revolving Credit Facility
Debt Disclosure [Line Items]
Revolving credit facility		$ 700,000,000
Debt issuance costs			1,700,000
Issuance fees per annum		0.125%
Maximum leverage ratio		3.50
Interest coverage ratio		350.00%
Line of credit facility, remaining borrowing capacity			525,000,000
Repayments			238,400,000
Repayments of debt, principal			215,000,000.0
Repayment of debt, interest			23,400,000
Amended And Restated Credit Agreement \| Revolving Credit Facility \| Minimum
Debt Disclosure [Line Items]
Commitment fee percentage of unused borrowings		0.20%
Amended And Restated Credit Agreement \| Revolving Credit Facility \| Maximum
Debt Disclosure [Line Items]
Commitment fee percentage of unused borrowings		0.35%
Amended And Restated Credit Agreement \| Revolving Credit Facility \| Applicable Interest Rate
Debt Disclosure [Line Items]
Debt basis spread over applicable interest rate		2.00%
Amended And Restated Credit Agreement \| Initial Term Loan
Debt Disclosure [Line Items]
Revolving credit facility		$ 500,000,000
Additional borrowing capacity		500,000,000
Long-term line of credit			418,800,000
Repayments			209,200,000
Repayments of debt, principal			157,500,000
Repayment of debt, interest			51,700,000
Amended And Restated Credit Agreement \| Sublimit for Letters of Credit
Debt Disclosure [Line Items]
Revolving credit facility		$ 25,000,000.0
Amended And Restated Credit Agreement \| Sublimit for Letters of Credit \| Minimum
Debt Disclosure [Line Items]
Commitment fee percentage of unused borrowings		1.50%
Amended And Restated Credit Agreement \| Sublimit for Letters of Credit \| Maximum
Debt Disclosure [Line Items]
Commitment fee percentage of unused borrowings		2.25%
Amended And Restated Credit Agreement \| Sublimit for Swingline Loan Advances
Debt Disclosure [Line Items]
Revolving credit facility		$ 25,000,000.0
Amended And Restated Credit Agreement \| Sublimit for Swingline Loan Advances \| SOFR, One Month Rate
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.00%
Amended And Restated Credit Agreement \| First Amendment Term Loan
Debt Disclosure [Line Items]
Long-term line of credit			$ 114,400,000
Term Loan Facility
Debt Disclosure [Line Items]
Debt instrument, periodic payment	$ 3,125,000	$ 6,250,000
Debt instrument, face amount	$ 250,000,000
Term Loan Facility \| Base Rate \| Minimum
Debt Disclosure [Line Items]
Stated interest rate		1.00%
Term Loan Facility \| SOFR
Debt Disclosure [Line Items]
Debt basis spread on variable rate		0.10%
Term Loan Facility \| SOFR \| Minimum
Debt Disclosure [Line Items]
Stated interest rate		0.00%
Term Loan Facility \| Initial Term Loan \| Base Rate \| Minimum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		0.50%
Term Loan Facility \| Initial Term Loan \| Base Rate \| Maximum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.25%
Term Loan Facility \| Initial Term Loan \| SOFR \| Minimum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.50%
Term Loan Facility \| Initial Term Loan \| SOFR \| Maximum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		2.25%
Term Loan Facility \| Sublimit for Swingline Loan Advances \| Base Rate \| Minimum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		0.50%
Term Loan Facility \| Sublimit for Swingline Loan Advances \| Base Rate \| Maximum
Debt Disclosure [Line Items]
Debt basis spread on variable rate		1.25%

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Debt — short-term	$ 36,508	$ 36,508
Debt issuance costs, net	(992)	(992)
Debt — long-term	669,878	1,041,381
Debt issuance costs, net	(747)	(1,744)
Initial Term Loan
Debt Instrument [Line Items]
Debt — short-term	25,000	25,000
Debt — long-term	393,750	418,750
First Amendment Term Loan
Debt Instrument [Line Items]
Debt — short-term	12,500	12,500
Debt — long-term	101,875	234,375
Revolving Credit Facility
Debt Instrument [Line Items]
Debt — long-term	$ 175,000	$ 390,000

DEBT - Schedule of Debt and Interest Payment Obligations (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt payment obligations
2025	$ 37,500
2026	670,625
2027	0
2028	0
2029	0
Thereafter	0
Total	708,125
Interest and other payments on debt payment obligations
2025	51,959
2026	37,075
2027	0
2028	0
2029	0
Thereafter	0
Total	89,034
Total
2025	89,459
2026	707,700
2027	0
2028	0
2029	0
Thereafter	0
Total	$ 797,159

LEASES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Lessee, Lease, Description [Line Items]
Short-term lease cost	$ 0.2	$ 0.6
Operating lease payments	$ 17.3	$ 16.1
Minimum
Lessee, Lease, Description [Line Items]
Lease, extension of terms	12 months
Maximum
Lessee, Lease, Description [Line Items]
Lease, extension of terms	60 months

LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Lessee, Lease, Description [Line Items]
Total lease costs	$ 17,171	$ 16,332
Operating expenses
Lessee, Lease, Description [Line Items]
Fixed lease costs	11,671	11,199
Variable lease costs	655	548
Cost of revenues
Lessee, Lease, Description [Line Items]
Fixed lease costs	4,038	4,030
Variable lease costs	$ 807	$ 555

LEASES - Schedule of Operating Leases Future Payment Obligations (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
Fiscal 2025	$ 15,193
Fiscal 2026	10,787
Fiscal 2027	6,806
Fiscal 2028	5,435
Fiscal 2029	3,663
Thereafter	13,848
Total future fixed operating lease payments	55,732
Less: Imputed interest	4,832
Total operating lease liabilities	$ 50,900

LEASES - Schedule of Weighted-Average Term and Discount Rate (Details)	Jun. 30, 2024
Leases [Abstract]
Weighted-average remaining lease term - operating leases	6 years
Weighted-average discount rate - operating leases	3.50%

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Jul. 19, 2024	Jun. 18, 2024	May 16, 2024	Apr. 19, 2017 patent	Jun. 30, 2024 USD ($)	Apr. 11, 2018 claim
Long-term Purchase Commitment [Line Items]
Purchase obligation					$ 981.7
Other obligations					6.1
Vivato/XR
Long-term Purchase Commitment [Line Items]
Number of patents allegedly infringed \| patent				1
Number of claims invalidated \| claim						2
Number of claims \| claim						3
Period of stipulated stay for settlement discussions		30 days	30 days
Vivato/XR \| Subsequent event
Long-term Purchase Commitment [Line Items]
Period of stipulated stay for settlement discussions	30 days
Transition Tax Obligation
Long-term Purchase Commitment [Line Items]
Transition tax obligation					50.6
Transition tax obligation for fiscal 2025					22.5
Transition tax obligation for fiscal 2026					$ 28.1

COMMON STOCK AND TREASURY STOCK - Narrative (Details) $ in Millions	May 03, 2022 USD ($)
2022 May Program \| Common Stock
Class of Stock [Line Items]
Stock repurchase program, authorized amount	$ 200

COMMON STOCK AND TREASURY STOCK - Schedule of Activity Related to Stock Repurchase Programs (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Equity [Abstract]
Number of shares repurchased and retired (in shares)	0.0	0.0	2.2
Average price per share (in dollars per share)			$ 281.75
Aggregate purchase price			$ 618.1

SHARE- BASED COMPENSATION - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted in period (in shares)	0	0	0	0
Authorized shares available for future issuance (in shares)		4,876,805
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options exercised		$ 0.0	$ 600,000	$ 2,300,000
Unrecognized compensation costs		0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs		13,600,000
Intrinsic value of RSU's vested		3,500,000	$ 5,800,000	$ 8,200,000
Total intrinsic value of all awards outstanding		$ 14,900,000
Weighted-average period for recognition		3 years 1 month 6 days
2020 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares available for future issuance (in shares)	5,000,000
2020 and 2010 Equity Plans \| Stock options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Award expiration period	10 years
Minimum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price as percentage of fair market value on the date of grant	100.00%

SHARE- BASED COMPENSATION- Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 6,358	$ 4,734	$ 3,516
Cost of revenues
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	159	73	74
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	4,831	3,541	2,541
Sales, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,368	$ 1,120	$ 901

SHARE- BASED COMPENSATION - Summary of RSU activity (Details) - Restricted stock units	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Non-vested RSUs, beginning balance (in shares) \| shares	62,948
RSUs granted (in shares) \| shares	65,143
RSUs vested (in shares) \| shares	(23,311)
RSUs forfeited (in shares) \| shares	(2,814)
Non-vested RSUs, ending balance (in shares) \| shares	101,966
Weighted Average Grant Date Fair Value
Non-vested RSUs, beginning balance (in dollars per share) \| $ / shares	$ 256.78
RSUs granted (in dollars per share) \| $ / shares	147.53
RSUs vested (in dollars per share) \| $ / shares	237.72
RSUs forfeited (in dollars per share) \| $ / shares	267.64
Non-vested RSUs, ending balance (in dollars per share) \| $ / shares	$ 191.04

INCOME TAXES - Schedule of Components of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Components of Income from Continuing Operations before Income Taxes [Abstract]
Domestic	$ 149,523	$ 102,930	$ 102,145
Foreign	274,305	383,412	342,304
Income before income taxes	$ 423,828	$ 486,342	$ 444,449

INCOME TAXES - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Current
Federal	$ 67,870	$ 78,774	$ 55,259
State	8,019	9,443	6,814
Foreign	9,946	7,341	5,561
Current tax expense	85,835	95,558	67,634
Deferred
Federal	(7,110)	(15,338)	(882)
State	(627)	(1,745)	(960)
Foreign	(4,230)	226	0
Deferred tax benefit (expense)	(11,967)	(16,857)	(1,842)
Provision for income taxes	$ 73,868	$ 78,701	$ 65,792

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Statutory rate	21.00%	21.00%	21.00%
Effect of foreign operations	(5.70%)	(6.80%)	(8.00%)
State tax expense	1.30%	1.30%	1.00%
Share-based compensation	0.30%	0.10%	(0.10%)
Subpart F income	0.40%	1.10%	1.00%
Other permanent items	0.10%	(0.50%)	(0.10%)
Effective tax rate	17.40%	16.20%	14.80%

INCOME TAXES - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Deferred tax assets
Reserves and allowances	$ 5,631	$ 11,041
Share-based compensation	452	380
Accrued expenses	824	703
Capitalized research expenditures	30,296	15,617
State tax	721	1,504
Investments	1,325	1,296
Lease liabilities	5,286	5,581
Other	14,974	11,945
Total deferred tax assets	59,509	48,067
Deferred tax liabilities
Property and equipment	(8,046)	(6,558)
Right of use assets	(4,929)	(5,304)
Other liabilities	(9,767)	(11,434)
Total deferred tax liabilities	(22,742)	(23,296)
Valuation allowance	(1,325)	(1,296)
Net deferred tax assets	$ 35,442	$ 23,475

INCOME TAXES - Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized benefit—beginning of year	$ 32,382	$ 32,685	$ 32,092
Gross increases—current year tax positions	5,347	5,361	4,629
Gross decreases—prior year tax positions due to statute lapse	(4,680)	(5,664)	(4,036)
Unrecognized benefit—end of year	$ 33,049	$ 32,382	$ 32,685

INCOME TAXES - Narrative (Details) - USD ($)		12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	May 18, 2023	Jun. 30, 2024	Mar. 27, 2024	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized tax benefits		$ 33,049,000		$ 32,382,000	$ 32,685,000	$ 32,092,000
Interest accrued related to uncertain tax matters		4,800,000		$ 2,900,000
Reserve for tax uncertainty		0
Hong Kong Inland Revenue Department
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Payment for tax deposit		60,400,000
Hong Kong Inland Revenue Department \| Tax Year 2010-2017
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Payment for tax deposit		60,400,000
Hong Kong Inland Revenue Department \| Tax Year 2018
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Payment for tax deposit	$ 100,000
Additional tax deposit requested			$ 800,000
Internal Revenue Service (IRS)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Incremental tax liability		$ 50,000,000

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS - Narrative (Details)	12 Months Ended
	Jun. 30, 2024 segment product
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	1
Number of product types \| product	2

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS - Schedule of Revenues By Product Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 1,928,490	$ 1,940,512	$ 1,691,692
Revenue \| Product Concentration Risk
Segment Reporting Information [Line Items]
Percentage of revenues	100.00%	100.00%	100.00%
Enterprise Technology
Segment Reporting Information [Line Items]
Revenues	$ 1,617,665	$ 1,621,426	$ 1,316,685
Enterprise Technology \| Revenue \| Product Concentration Risk
Segment Reporting Information [Line Items]
Percentage of revenues	84.00%	84.00%	78.00%
Service Provider Technology
Segment Reporting Information [Line Items]
Revenues	$ 310,825	$ 319,086	$ 375,007
Service Provider Technology \| Revenue \| Product Concentration Risk
Segment Reporting Information [Line Items]
Percentage of revenues	16.00%	16.00%	22.00%

SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS - Schedule of Revenues By Geography (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 1,928,490	$ 1,940,512	$ 1,691,692
North America
Segment Reporting Information [Line Items]
Revenues	946,428	922,230	790,809
Europe, the Middle East and Africa
Segment Reporting Information [Line Items]
Revenues	740,113	759,405	675,306
Asia Pacific
Segment Reporting Information [Line Items]
Revenues	127,901	148,502	134,961
South America
Segment Reporting Information [Line Items]
Revenues	114,048	110,375	90,616
United States
Segment Reporting Information [Line Items]
Revenues	$ 881,000	$ 855,300	$ 734,500
Geographic Concentration Risk \| Revenue
Segment Reporting Information [Line Items]
Percentage of revenues	100.00%	100.00%	100.00%
Geographic Concentration Risk \| Revenue \| North America
Segment Reporting Information [Line Items]
Percentage of revenues	49.00%	48.00%	47.00%
Geographic Concentration Risk \| Revenue \| Europe, the Middle East and Africa
Segment Reporting Information [Line Items]
Percentage of revenues	38.00%	39.00%	40.00%
Geographic Concentration Risk \| Revenue \| Asia Pacific
Segment Reporting Information [Line Items]
Percentage of revenues	7.00%	8.00%	8.00%
Geographic Concentration Risk \| Revenue \| South America
Segment Reporting Information [Line Items]
Percentage of revenues	6.00%	5.00%	5.00%

SUBSEQUENT EVENTS (Details)	Aug. 23, 2024 $ / shares
Subsequent event
Subsequent Event [Line Items]
Dividend, declared (in dollars per share)	$ 0.60

Ubiquiti (NYSE:UI)
Historical Stock Chart
From Oct 2024 to Nov 2024

Ubiquiti (NYSE:UI)
Historical Stock Chart
From Nov 2023 to Nov 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

UI Ubiquiti Inc

Ubiquiti Inc News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

UI Ubiquiti Inc

Ubiquiti Inc News

Your Recent History

Company

Business

Popular

Get The App