10q10k10q10k.net

What changed in Ubiquiti Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Ubiquiti Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+232 added−217 removedSource: 10-K (2025-08-22) vs 10-K (2024-08-23)

Top changes in Ubiquiti Inc.'s 2025 10-K

232 paragraphs added · 217 removed · 186 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

30 edited+5 added−8 removed44 unchanged
Biggest changeKey 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. 5 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.
Biggest changeKey Technology Platforms Our current Enterprise Technology solutions include: • UniFi Cloud Gateway - UniFi Cloud Gateway is an Enterprise class internet and security gateway device that provides reliable routing, advanced cybersecurity and centralized 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 powerful video surveillance platform offering private local storage, secure remote access and a versatile range of cameras designed for any deployment scenario. • 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 secure and expandable access control solution featuring touchscreen readers, live video integration, and support for mobile credentials, all managed via the UniFi platform. • UniFi Talk - UniFi Talk is a plug-and-play business phone system and VoIP subscription service designed to elevate productivity in organizations.
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.
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 is focused on democratizing network technology on a global scale.
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.
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 and Trango.
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.
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 limited the widespread deployment of these networks in underserved and underpenetrated markets.
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.
Devices on the airMAX platform, such as base stations, radios, backhaul equipment and customer premise equipment (“CPE”), 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.
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 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. 4 Table of Contents 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.
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 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. 8 Table of Contents 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 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.
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 7 Table of Contents of the markets.
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.
As of June 30, 2025, our research and development team consisted of 1,187 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.
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.
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.
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.
Our research and development expenses were $169.7 million, $159.8 million and $145.2 million for fiscal 2025, fiscal 2024 and fiscal 2023, 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.
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 4 Table of Contents through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community.
We target the enterprise and service provider markets through our highly engaged community of service providers, distributors, value added resellers, webstores, systems integrators and corporate IT professionals, which we refer to as the Ubiquiti Community. We target consumers through digital marketing, including through our webstores, retail chains and, to a lesser extent, the Ubiquiti Community. In addition to Mr.
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.
Our workforce is diversified across multiple locations with 65%, 24% and 11% 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.
Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other complimentary WLAN products along with a unique software platform, which enables users to control their network from one simple, easy to use software interface. Our consumer products are targeted to the smart home and highly connected consumers.
Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video surveillance products, switching and routing solutions, security gateways, door access systems, and other 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 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.
Our revenues were $2.6 billion, $1.9 billion and $1.9 billion in the fiscal years ended June 30, 2025, 2024 and 2023, respectively. We reported net income of $711.9 million, $350.0 million and $407.6 million in the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
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. 7 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.
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.
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.
Components of the airFiber products were designed to provide low latency with high throughput, using an integrated split antenna and a global positioning system to simultaneously send data packets from each side of the link. 5 Table of Contents • 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.
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.
As of June 30, 2025, we employed and/or contracted with 1,667 full time equivalent employees, of which 1,187 were in research and development, 357 were in operations, and 123 were in sales, general and administrative.
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.
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.
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.
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 Recently, the U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, including Vietnam.
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.
We expect increased competition from other established and emerging companies. Additionally, 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.
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. 6 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).
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).
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.
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.” 6 Table of Contents 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.
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 CPE market, our competitors include Cambium Networks, MikroTîkls, Tarana Wireless and TP-Link Technologies. In the enterprise WLAN and switching markets, we primarily compete with Cisco, Fortinet, HPE Aruba Networks, Juniper Networks and Ruckus (CommScope). In the video surveillance market, we primarily compete with Axis Communications, HIKVISION, Hanwha Vision and Verkada.
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.
It is designed to enable internet service providers to quickly build high speed fiber internet networks for many users and over long distances. • Wave - Built on proprietary Wave Technology, these products leverage the global, unlicensed 60 GHz band to maximize speed and performance across long-range wireless deployments, making them ideal for high-throughput urban and suburban rollouts.
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”.
For further discussion of the risks associated with foreign operations, see “Part I - Item 1A. Risk Factors-Risks Related to Our International Operations”.
We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the 8 Table of Contents components and materials used in our products.
We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the 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.
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.
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.
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.
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 2025, we sold our products to over 100 distributors and direct to customers through our webstores (collectively, “customers”) in over 75 countries.
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.
As a result, our historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part I—Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.
Removed
Components of the airFiber products were designed to provide low latency with high throughput.
Added
Our current Service Provider technology and carrier solutions include: • airMAX - our airMAX platform includes proprietary protocols developed by us that contain advanced technologies for minimizing signal noise.
Removed
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.
Added
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.
Removed
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.
Added
The U.S government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions. In addition, the U.S. government may in the future propose and implement additional changes to international trade agreements and tariffs.
Removed
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.
Added
These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and will significantly increase our product costs. For so long as such tariffs are in effect, we expect they will continue to affect our operating results and margins.
Removed
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.
Added
In fiscal 2025, 2024, and 2023, 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.
Removed
However, with the abatement of supply constraints, we were able to reduce our backlog of unfulfilled orders in 2023 and 2024.
Removed
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.
Removed
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+26 added−11 removed337 unchanged
Biggest changeRisk 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; 10 • 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.
Biggest changeRisk 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 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 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 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 maintain or enhance the strength of our brand; • our inability to manage our growth and expand our operations; • 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; • changes or uncertainty in tariffs and global trade policies; • 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 customer 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 (“AI”) technologies which may present business, compliance, and reputational risks; • our reliance on our founder and chief executive officer, who owns a majority of our common stock; • 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; • 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; 10 • 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.
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.
Additionally, any or all of the following could either limit supply or increase costs, directly or indirectly, to us or our contract manufacturers: • changes or uncertainty in tariffs, economic sanctions, and other trade barriers; • 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; and • industry consolidation occurring within one or more component supplier markets, such as the semiconductor market.
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.
The introduction of these technologies, particularly generative AI, into internal processes, and 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.
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.
Factors that could cause our results of operation and stock price to fluctuate include: 28 • 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.
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 32 • changes in tax law and/or generally accepted accounting principles.
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.
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.
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; 22 • labor relations; and • our limited experience in operating manufacturing facilities.
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.
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 30 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.
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.
These cybersecurity risks include greater phishing, social engineering, malware, ransomware and other cybersecurity attacks, greater risk of a security breach resulting in the unauthorized release, destruction or misuse of valuable information, and potential impairment of our ability to perform critical functions, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations, which could materially and adversely affect our business, financial condition or results of operations.
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 13 regulations, we could be subject to potential claims for damages and other remedies, which could adversely affect our business and results of operations.
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.
Another example, in November 2016, the Standing Committee of 29 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.
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.
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.
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. 15 We do not control our contract manufacturers or suppliers, including their labor, environmental or other practices.
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 28 have negative consequences, including government investigations, penalties and reputational harm.
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.
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.
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 17 increase our costs and may increase credit risk with our customers and impact our ability to collect account receivable and recognize revenue.
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 16 have operations in Ukraine, Taiwan and their surrounding countries.
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.
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 25 and service providers that may also be essential to managing 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.
“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 31 June 30, 2017.
“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.
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; 23 • 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.
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; 24 • 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.
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.
Any 31 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.
It is also possible that competitors could introduce new products and services that negatively impact 19 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.
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.
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.
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.
The operation of our products by network operators 30 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.
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.
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. 14 We may fail to effectively manage the challenges associated with our growth.
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.
If any of our contract 15 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.
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.
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.
Since these activities are currently conducted in Taiwan 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.
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.
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 AI, 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.
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 17 saving projects and sourcing decisions, while maintaining and improving margins and market share.
Our costs are subject to fluctuations, including due to the costs of raw materials, labor, tariffs, transportation and energy. Therefore, our business results depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share.
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.
ESG-related initiatives, goals, and/or commitments such as those regarding environmental matters, responsible sourcing and social investments, and other matters, could be difficult to achieve and costly to implement. The achievement of any goals that we may announce may rely on the accuracy of our estimates and 19 assumptions supporting those goals.
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, 21 may lead to disruptions in commerce in those regions, which would in turn impact our sales to those regions.
For example, political unrest, conflicts 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.
We further depend on these retailers to employ, educate and motivate their sales personnel to 18 effectively sell our products.
We further depend on these retailers to employ, educate and motivate their sales personnel to effectively sell our products.
Any inability or failure by us to 22 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.
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. 23 We have initiated and may continue to initiate legal proceedings to enforce our intellectual property rights.
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.
Some of our products and services also involve the storage and transmission of users’ and customers’ proprietary information which may be the target of cyber-attacks. Hardware and software that we produce or procure from third parties also may contain manufacturing or design defects, including bugs and other problems, which could compromise their ability to withstand cyber-attacks.
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.
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 th an $1 billion of certain adjusted financial statement income.
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.
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 global trade policies, and the instability in the geopolitical environment in many parts of the world.
In addition, both China and 20 Taiwan are leading manufacturers of the world’s semiconductor supply.
In addition, both China and Taiwan are leading manufacturers of the world’s semiconductor supply.
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 24 technologies.
The use of AI 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.
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 in the supply of components or other supply disruptions, including, without limitation, due to increasing demand for electronics and reductions in supply as a result of unforeseen events such as health crises or pandemics, tariffs and other trade barriers, economic sanctions, geopolitical conditions (including China-Taiwan relations) or commercial disputes with the suppliers, may not be predicted in time to design-in different components or qualify other suppliers.
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.
We could fail to achieve, or be perceived to fail to achieve, ESG-related initiatives, goals or commitments that we might set, and the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them may not be acceptable to the regulators or stakeholders, including our shareholders.
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.
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 22, 2025, Mr. Pera beneficially owned 56,278,181 shares of our common stock.
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.
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, economic sanctions, contractual limitations and other trade barriers; • tariffs, the threat of new or increased tariffs, and escalating trade tensions; • changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws (including potential responses to the higher U.S. tariffs on certain imported products implemented by the U.S.); • 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; 20 • 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.
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.
We can provide no assurance regarding the magnitude, scope or duration of the imposed tariffs and trade restrictions or the magnitude, scope or duration from any relief in increases to such tariffs, as well as the potential for 21 additional tariffs, quotas, duties, taxes or trade barriers by the U.S., China, Vietnam or other countries, nor that any strategies we may implement to mitigate the impact of such tariffs or other trade actions will be successful.
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.
For example, 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.
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.
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.
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.
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”), including a Pillar Two framework that imposes a minimum tax rate of 15% in each taxing jurisdiction for multinational enterprises, 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.
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.
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. 25 Our future success also depends on our ability to attract, retain and motivate our management and skilled personnel.
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 27 affect our ability to repurchase shares of our common stock.
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 the continuation of, or activity under, our previously announced stock repurchase program.
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.
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.
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.
Failure to pay cash dividends could cause the market price of our common stock to decline. The discontinuance of, or lack of activity under, our previously announced stock repurchase program 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.
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.
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 and/or increase our costs to manufacture and sell our products.
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.
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.
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.
Unfavorable macroeconomic conditions, such as a recession, increasing tariffs, uncertainty over global trade policies, or continued slowed economic growth, may negatively affect demand for our products and exacerbate some of the other risks that affect our business, results of operations and financial condition.
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.
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. 27 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.
We have invested and expect to continue to invest in new businesses, products, services, technologies, joint ventures and other strategic initiatives.
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.
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.
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.
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. 26 Our investments in new businesses, products, services, technologies, joint ventures and other strategic transactions are inherently risky, and could disrupt our current operations.
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.
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.
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. 32 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.
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.
Our sales to end customers through our webstores require the transmission of confidential information, including credit card information, securely over public networks.
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.
Third parties may have the technology or knowledge to breach the security of customer transaction data. 13 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.
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.
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.
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.
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. 29 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.
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.
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.
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.
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. 26 As of June 30, 2025, our balance outstanding under the Amended Credit Agreement for our Term Facilities (as defined herein), was $250.0 million.
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.
Any failure or perceived failure by us or third-party service-providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, additional reporting requirements and/or oversight, bans or restrictions on processing personal data, orders to destroy or not use personal data, loss of customers, interruptions or stoppages in our business operations, inability to process personal data or operate in certain jurisdictions, limited ability to develop or commercialize our products and services, expenditure of time and resources to defend against claims or inquiries, changes to our business model or operation, or negative publicity, and could have an adverse effect on our brand, results of operations and financial condition.
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.
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. 18 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.
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.
There was no outstanding balance on the Revolving Facility (as defined herein) as of June 30, 2025. The Facilities mature in March 2026. 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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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 business may be negatively affected by geopolitical events and foreign policy responses.
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.
Recent technological advances in 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.
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.
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.
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.
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.
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.
We strive to comply with all applicable laws, policies and legal obligations relating to privacy, data security, cybersecurity and data protection.
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.
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. 14 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.
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. 33 Item 1B. Unresolved Staff Comments None.
The OBBBA extended or made permanent many of the corporate tax changes arising under the Tax Cuts and Jobs Act. 33 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. 34 Item 1B.
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.
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.
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.
For example, states such as Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, 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 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 might not be able to, or determine that it is not in our interests to, raise prices to compensate for any additional costs. We are incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance, and reputational risks.
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.
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.
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 actual or perceived failure to adopt or achieve any ESG-related initiatives, goals, or commitments that we make could negatively impact our reputation or otherwise materially harm our business. At the same time, “anti-ESG” sentiment has recently gained momentum with a number of stakeholders, government entities, regulators and lawmakers.

… 37 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed14 unchanged
Biggest changeMaterial 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. 34
Biggest changeMaterial 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. 35

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
Biggest changeFt 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
Biggest changeFt Lease expiration Purpose New York 6,500 9/30/2027 Corporate Office Taiwan 352,000 2/28/2030 Factory, R&D and Administration Czech Republic 80,000 3/31/2029 Warehouse and R&D Utah 53,000 6/30/2028 Warehouse and R&D Utah 87,000 10/31/2028 Warehouse China 126,000 2/29/2028 R&D and Administration Netherlands 149,000 5/31/2036 Warehouse Memphis 161,000 8/31/2031 Warehouse Chicago - Schaumburg 31,000 7/31/2031 Corporate Office & R&D Latvia 35,000 12/31/2029 R&D Portland 19,000 3/31/2032 R&D
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.
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, 2025, all of which we lease. Location Sq.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed1 unchanged
Biggest changeDividends 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 Q1 Q2 Q3 Q4 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 $0.60 $0.60 $0.60 Year ended June 30, 2023 Q1 Q2 Q3 Q4 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 $0.60 $0.60 $0.60 36 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.
Biggest changeDividends The following tables provides information with respect to the Company’s cash dividends declared and frequency of payments during fiscal year ended June 30, 2025 and 2024: Year ended June 30, 2025 Q1 Q2 Q3 Q4 Dividends declared date August 23, 2024 November 8, 2024 February 4, 2025 May 6, 2025 Dividends payment date September 9, 2024 November 25, 2024 February 24, 2025 May 27, 2025 Cash dividend paid per common stock $0.60 $0.60 $0.60 $0.60 Year ended June 30, 2024 Q1 Q2 Q3 Q4 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 $0.60 $0.60 $0.60 37 On August 22, 2025, the Company announced that the Board declared a cash dividend of $0.80 per share payable on September 8, 2025 to shareholders of record at the close of business on September 2, 2025.
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.
The graph assumes that $100 was invested on July 1, 2020 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. 35 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.
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. 36 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, 2020 in stock or index, including reinvestments of dividends.
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.
In determining whether to approve future dividends, the Board 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 2025 We did not sell any unregistered securities during fiscal 2025. Item 6 .
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.
Stock Performance Graph The following graph compares the cumulative total stockholder return for our common stock from July 1, 2020 to June 30, 2025, with the comparable cumulative return the NYSE Composite Index and the S&P Computer & Retail Index.
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.
The Company intends to pay regular quarterly cash dividends of at least $0.80 per share during each remaining quarter of fiscal 2025, however any future dividends will be subject to the approval of the Board.
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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Information As of August 21, 2025, the number of record holders of our common stock, which is listed on the New York Stock Exchange under the ticker symbol "UI", was 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

61 edited+15 added−12 removed61 unchanged
Biggest changeAccrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. 41 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.
Biggest changeAccrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. 42 Results of Operations Comparison of Years Ended June 30, 2025 and 2024 Year ended June 30, 2025 2024 (In thousands, except percentages) Revenues $ 2,573,545 100 % $ 1,928,490 100 % Cost of revenues (1) 1,456,094 57 % 1,188,728 62 % Gross profit 1,117,451 43 % 739,762 38 % Operating expenses: Research and development (1) 169,672 7 % 159,768 8 % Sales, general and administrative (1) 111,499 4 % 80,997 4 % Total operating expenses 281,171 11 % 240,765 12 % Income from operations 836,280 32 % 498,997 26 % Interest expense and other, net 30,628 1 % 75,169 4 % Income before income taxes 805,652 31 % 423,828 22 % Provision for income taxes 93,730 4 % 73,868 4 % Net income $ 711,922 27 % $ 349,960 18 % (1) Includes share-based compensation as follows: Cost of revenues $ 238 $ 159 Research and development 5,238 4,831 Sales, general and administrative 1,732 1,368 Total share-based compensation $ 7,208 $ 6,358 Revenues Total revenues increased $645.1 million, or 33.4%, from $1,928.5 million in fiscal 2024 to $2,573.5 million in fiscal 2025.
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.
During 2021, the Organization for Economic Co-operation and Development (OECD) announced an agreed-upon framework for its members to implement a global minimum corporate tax of 15% for multinational enterprises, commonly referred to as Pillar Two. Many countries have already proposed or enacted legislation to implement elements of the framework which apply to Ubiquiti beginning in fiscal year 2025.
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.
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products, management of inventory and vendor deposits, the availability of additional funds under credit facilities and overall economic conditions.
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.
However, this estimate is based on a number of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated or need to rely more heavily on the credit facilities or other sources of liquidity to continue to meet our needs.
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.
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, and net realizable value (NRV). NRV is based upon an estimated average selling price reduced by the estimated costs of disposal.
For so 38 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.
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.
The extent to which the conflict may impact our business or results of 37 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.
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.
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.
We believe that we will be able to fund these obligations through our existing cash and cash equivalents, cash generated from operations and the availability of additional funds under credit facilities. Purchase Obligations We subcontract with third parties to manufacture our products and supply key components.
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. 46 Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, refer to Note 2 to the Consolidated Financial Statements.
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.
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.
Our efforts to mitigate these supply constraints have included, for example, increasing our inventory build in an attempt 38 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.
We apply the following five-step revenue recognition model: 39 • Identification of the contract, or contracts with a custome r • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy the performance obligation Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer.
We apply the following five-step revenue recognition model: 40 • Identification of the contract, or contracts with a custome r • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy the performance obligation Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer.
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.
Because we have historically included implied post-contract customer support (“PCS”) free of charge in many of our arrangements, we attribute a portion of our revenues to this implied PCS.
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.
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, 2025. Contractual Obligations and Off-Balance Sheet Arrangements Our contractual obligations represent material expected or contractually committed future payment obligations.
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.
We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statement of operations.
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.
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, 2025 or 2024.
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.
There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2025. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties.
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.
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, 2025.
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.
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, credit card processing fees, legal expenses, trade shows, marketing programs, promotional materials, bad debt expense, professional services, facilities, general liability insurance and travel.
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.
Comparison of Year Ended June 30, 2024 and 2023 Pursuant to Regulation S-K item 303, a detailed review of our fiscal 2024 performance compared to our fiscal 2023 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, 2024 under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations” , filed with the SEC on August 23, 2024.
Write-downs are not reversed until the related inventory has been subsequently sold or scrapped. 40 The valuation of inventory also requires us to estimate excess and obsolete inventory.
Write-downs are not reversed until the related inventory has been subsequently sold or scrapped. 41 The valuation of inventory also requires us to estimate excess and obsolete inventory.
Risk Factors — Risks Related to Our International Operations — Our business may be negatively affected by political events and foreign policy responses” for additional information.
Risk Factors — Risks Related to Our International Operations — Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information.
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.
The determination of NRV involves certain judgments including estimating average selling prices based on 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.
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.
Webstore sales accounted for 44% and 38% of our revenues during the years ended June 30, 2025 and 2024, 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.
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.
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 56% and 62% of our revenues during the years ended June 30, 2025 and 2024, respectively.
As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 2023 and 2024.
As a percentage of revenues, SG&A expenses remained consistent at 4% for both fiscal 2024 and 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.
While we are monitoring developments and evaluating the potential impact on future periods, Pillar Two did not have a significant impact on our fiscal year 2025 financial results.
As 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.
As of June 30, 2025 we had $1,295.1 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.
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.
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 $149.7 million and $126.3 million at June 30, 2025 and 2024, respectively.
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.
The increase in revenue was driven by an increase in revenue from both our Enterprise Technology platform and, to a lesser extent, our Service Provider Technology platform. We experienced an increase in both direct sales through our webstores as well as sales through distributors during fiscal year ended June 30, 2025 as compared to fiscal 2024.
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.
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.
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.
Operating Expenses Research and Development R&D expenses increased $9.9 million, or 6.2%, from $159.8 million in fiscal 2024 to $169.7 million in fiscal 2025. As a percentage of revenues, R&D expenses decreased from 8% in fiscal 2024 to 7% in fiscal 2025.
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.
See Note 7 – Debt of the Notes to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding the Facilities. We had cash outflows of $518.0 million from financing activities during fiscal 2024 which primarily consisted of repayments of debt and payment of common stock dividends.
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.
Provision for Income Taxes Our provision for income taxes increased by 26.9% from $73.9 million for fiscal 2024 to $93.7 million for fiscal 2025. Our effective tax rate decreased to 11.6% in fiscal 2025 as compared to 17.4% for fiscal 2024.
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.
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.
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.
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.
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.
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.
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.
Our operations organization consists of employees and consultants engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering. 39 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, and trade disputes pricing due to competitive pressure, production costs and global demand for electronic components.
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. 44 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.
This net change in operating assets and liabilities consisted primarily of a $70.5 million decrease in accounts payable and accrued liabilities, a $17.1 million decrease in income taxes payable, a $18.3 million increase in vendor deposits and a $17.6 million increase in prepaid expenses and other assets, partially offset by a $6.6 million increase in deferred revenues.
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.
South America Revenues in South America decreased $4.2 million, or 3.7%, from $114.0 million in fiscal 2024 to $109.8 million in fiscal 2025. The year-over-year decrease was due to decreased revenue from both our Enterprise Technology products and Service Provider Technology products.
The following are our revenues by geography for fiscal 2024 and fiscal 2023: 42 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.
The following are our revenues by geography for fiscal 2025 and fiscal 2024: 43 Year ended June 30, 2025 2024 (in thousands, except percentages) North America (1) $ 1,295,515 50% $ 946,428 49% Europe, the Middle East and Africa 999,384 39% 740,113 38% Asia Pacific 168,843 7% 127,901 7% South America 109,803 4% 114,048 6% Total revenues $ 2,573,545 100% $ 1,928,490 100% (1) Revenue for the United States was $1,193.3 and $881.0 in fiscal 2025 and fiscal 2024, respectively.
These cash inflows were partially offset by other changes in operating assets and liabilities that resulted in net cash outflows of $118.6 million.
These cash inflows were partially offset by net cash outflows arising from other changes in operating assets and liabilities of $123.5 million and non-cash adjustments of $12.5 million.
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.
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, 2025 2024 Net cash provided by operating activities $ 640,027 $ 541,516 Net cash used in investing activities (12,586) (11,975) Net cash used in financing activities (604,056) (518,025) Net increase in cash and cash equivalents $ 23,385 $ 11,516 Cash Flows from Operating Activities For fiscal 2025 the net cash provided by operating activities was $640.0 million, primarily due to net income of $711.9 million, and the benefit of decreasing vendor deposits of $64.2 million.
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.
Europe, the Middle East, and Africa (“EMEA”) Revenues in EMEA increased $259.3 million, or 35.0%, from $740.1 million in fiscal 2024 to $999.4 million in fiscal 2025. The year-over-year increase was due to increased revenue from both our Enterprise Technology products and our Service Provider Technology products.
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.
The increase in R&D expenses for fiscal 2025 compared to fiscal 2024 was primarily driven by higher employee-related expenses and higher depreciation and software expenses, partially offset by lower prototype-related expenses Sales, General and Administrative Sales, general and administrative (“SG&A”) expenses increased $30.5 million, or 37.7%, from $81.0 million in fiscal 2024 to $111.5 million in fiscal 2025.
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.
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.
However, due to the rapidly evolving global situation, it is not possible to predict whether unanticipated consequences of global economic downturns and macroeconomic trends are reasonably likely to materially affect our liquidity and capital resources in the future.
However, due to the rapidly evolving global 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. 46 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.
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.
The change in effective tax rates for fiscal 2025 as compared to fiscal 2024 was primarily driven by a one-time deferred tax benefit of $53.7 million arising from this transaction and changes in the mix of the income earned in various tax jurisdictions.
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.
Liquidity We believe our existing cash and cash equivalents, in addition to the ability to draw cash under the existing Revolving Facility and our intention to have a new facility before the existing one matures in March 2026, if needed, will be sufficient to meet our near-term working capital requirements, dividends, repurchases of our common stock and capital expenditure needs for the next twelve months.
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.
As a percentage of Revenue, I&O expense decreased from 4% in fiscal 2024 to 1% in fiscal 2025. The decrease in I&O expense for fiscal 2025 as compared to fiscal 2024 was primarily driven by lower interest expense driven by a decrease in borrowings and lower interest rates.
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.
Transition Tax We have obligations of $28.1 million as of June 30, 2025, related to the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. We expect to make a payment to fully settle this obligation in the first quarter of fiscal 2026.
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.
North America Revenues in North America increased $349.1 million, or 36.9%, from $946.4 million in fiscal 2024 to $1,295.5 million in fiscal 2025. The year-over-year increase was due to increased revenue from our Enterprise Technology products, offset in part by decreased revenue from our Service Provider Technology products.
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 Investing Activities We used $12.6 million of cash in investing activities during fiscal 2025. Our investing activities consisted primarily of $12.6 million of capital expenditures. 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.
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. 43 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.
The increase in SG&A expenses for fiscal 2025 compared to fiscal 2024 was primarily driven by credit card processing fees arising from incremental webstore sales, reserves taken against accounts receivable and higher employee-related expenses, marketing expenses and professional fees. 44 Interest Expense and Other, net Interest expense and other, net ("I&O") expenses decreased $44.6 million, or 59.3%, from $75.2 million in fiscal 2024 to $30.6 million in fiscal 2025.
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.
Revenues by Product Type Year ended June 30, 2025 2024 (in thousands, except percentages) Enterprise Technology $ 2,254,254 88 % $ 1,617,665 84 % Service Provider Technology 319,291 12 % 310,825 16 % Total revenues $ 2,573,545 100 % $ 1,928,490 100 % Enterprise Technology revenues increased $636.6 million, or 39.4%, from $1,617.7 million in fiscal 2024 to $2,254.3 million in fiscal 2025, primarily due to increase in revenue from our Enterprise Technology platform in all regions except South America.
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.
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.
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.
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.
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.
Asia Pacific Revenues in the Asia Pacific region increased $40.9 million, or 32.0%, from $127.9 million in fiscal 2024 to $168.8 million in fiscal 2025. The year-over-year increase was due to increased revenue from our Enterprise Technology products, offset in part by decreased revenue from our Service Provider Technology products.
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.
The increase in gross profit margin for fiscal 2025 as compared to fiscal 2024 was primarily driven by favorable product mix, and as a percentage of revenue, lower excess and obsolete inventory charges and lower indirect operating expenses, partially offset by higher tariffs.
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.
Other Obligations As of June 30, 2025, we have other obligations of $4.4 million which primarily consist of commitments related to research and development projects. 47 Unrecognized Tax Benefits As of June 30, 2025, we had $34.7 million of unrecognized tax benefits and an additional $5.5 million of accrued interest classified as non-current liabilities.
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.
During fiscal 2025, we repaid $175.0 million on our Revolving Facility, net of borrowings, $283.1 million on our Term Loan Facilities, and paid $145.2 million for dividends on our common stock.
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.
Service Provider Technology revenues increased $8.5 million, or 2.7%, from $310.8 million in fiscal 2024 to $319.3 million in fiscal 2025, primarily due to increase in revenue in our Service Provider Technology platform in the Europe, the Middle East and Africa region, partially offset by declines in all other regions.
Removed
Our operations organization consists of employees and consultants engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering.
Added
Tariff and Trade Tensions – Recently, the U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, including Vietnam. The U.S government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions.
Removed
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.
Added
In addition, the U.S. government may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and will significantly increase our product costs.
Removed
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.
Added
Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by geopolitical events and foreign policy responses” for additional information. Supply Constraints and Risks – We have experienced in the past, particularly from 2020 to 2023, and may experience in the future, periodic volatility in the supply of components used to manufacture our products.
Removed
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.
Added
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.
Removed
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.
Added
Recently, the U.S. government has issued several executive orders imposing significant tariffs on imports from China, and tariffs on most imports from other counties, including Vietnam. The U.S government has made numerous changes to the tariff rates including temporary pauses with a reduction in rates and product exclusions.
Removed
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.
Added
In addition, the U.S. government may in the future propose and implement additional changes to international trade agreements and tariffs. These actions have increased the cost of importing products containing certain raw materials and have affected our operating results and margins. The magnitude and scope of the recent changes have increased and will significantly increase our product costs.
Removed
We are directly responsible for fulfilling the performance obligations in contracts with customers and do not rely on another party to fulfill our promise.
Added
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.
Removed
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.
Added
We act as principal as we are responsible for providing shipping services in exchange for a fee charged to the buyer and hence recognize revenue in the gross amount of consideration received from the customer. We classify shipping and handling costs incurred by us as cost of revenue.
Removed
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.
Added
Gross Profit Margin - Gross Profit as a percentage of Revenue Gross profit margin increased to 43.4% in fiscal 2025 from 38.4% in fiscal 2024.
Removed
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.

… 8 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed3 unchanged
Biggest changeA 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.
Biggest changeA 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, 2025 are denominated would result in a charge or benefit to our income before income taxes of approximately $3.7 million for fiscal year June 30, 2025.
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.
We have certain bank accounts outside the U.S., 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.
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.
Based on a sensitivity analysis, as of June 30, 2025, 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 $5.0 million over the next twelve months.
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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Sensitivity We had cash and cash equivalents of $149.7 million and $126.3 million as of June 30, 2025 and 2024. Cash and cash equivalents includes securities that have a maturity of three months or less at the date of purchase.
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.
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 $12.8 million for fiscal year June 30, 2025.

Other UI 10-K year-over-year comparisons