Ubiquiti reports $320.46 million net income for fiscal Q1 2027

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For the fiscal year ended June 30 , 2026

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

For the quarterly period ended September 30, 2026

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incorporation or organization) (I.R.S. Employer

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(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

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

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

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

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The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $ 2,340,584,731 based upon the closing price of $553.35 of such common stock on the New York Stock Exchange on December 31, 2025 (the last business day of the registrant's most recently completed second quarter). Shares of common stock held as of December 31, 2025 by each director and executive officer of the registrant, as well as shares held by each holder of 5% of the common stock known to the registrant, have been excluded for purposes of the foregoing calculation. This determination of affiliate status is not a conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant's 2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

As of August 20, November 5, 2026, 60,528,381 60,479,485 shares of Common Stock, par value $0.001, were issued and outstanding.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026

PART I: FINANCIAL INFORMATION

Notes to the financial statements 146 changes

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

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

We have audited the accompanying consolidated balance sheets of Ubiquiti Inc. and subsidiaries (the Company) as of June 30, 2026 and June 30, 2025, the related consolidated statements of operations and comprehensive income, stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and June 30, 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

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

Critical Audit Matter

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

Valuation of excess or obsolete inventory

As discussed in Note 2 to the consolidated financial statements, the Company's inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (NRV). The Company reduces the value of its inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV. The Company's determination of the valuation of excess or obsolete inventory is based on a comparison of the quantity and cost of inventory on hand to anticipated demand, alternative uses, and other factors. As of June 30, 2026 , the Company's inventories totaled $780.4 million.

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

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

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

Consolidated Balance Sheets

(In thousands, except share and per share data)

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

Investments — short-term 88,620 —

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

Inventories 780,440 675,098

Vendor deposits 73,194 48,209

Prepaid expenses and other current assets 67,955 55,572

Total current assets 1,834,476 1,173,222

Property and equipment, net 75,908 73,495

Operating lease right-of-use assets, net 75,854 44,655

Deferred tax assets 143,862 107,968

Other long-term assets 68,090 67,111

Total assets $ 2,198,190 $ 1,466,451

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable $ 432,221 $ 164,793

Income taxes payable 10,761 40,733

Debt — short-term — 249,557

Other current liabilities 183,645 255,772

Total current liabilities 626,627 710,855

Income taxes payable — long-term 24,826 25,529

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

Deferred tax liability 349 334

Other long-term liabilities 40,874 26,015

Total liabilities 757,944 798,191

Commitments and contingencies (Note 10)

Stockholders' equity:

Preferred stock—$ 0.001 par value; 50,000,000 shares authorized; none issued

Common stock—$ 0.001 par value; 500,000,000 shares authorized:

60,522,091 and 60,492,105 issued and outstanding at June 30, 2026 and 2025, respectively

Additional paid–in capital 22,396 17,075

Accumulated other comprehensive (loss) ( 4 ) —

Retained earnings 1,417,793 651,124

Total stockholders' equity 1,440,246 668,260

Total liabilities and stockholders' equity $ 2,198,190 $ 1,466,451

See accompanying notes to consolidated financial statements.

Consolidated Statements of Operations and Comprehensive Income (In thousands, except per share amounts)

Revenues $ 3,274,162 $ 2,573,545 $ 1,928,490

Cost of revenues 1,762,788 1,456,094 1,188,728

Gross profit 1,511,374 1,117,451 739,762

Research and development 204,166 169,672 159,768

Sales, general and administrative 121,766 111,499 80,997

Total operating expenses 325,932 281,171 240,765

Income from operations 1,185,442 836,280 498,997

Interest expense and other, net 2,367 30,628 75,169

Income before income taxes 1,183,075 805,652 423,828

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

Net income $ 960,303 $ 711,922 $ 349,960

Net income per share of common stock:

Basic $ 15.87 $ 11.77 $ 5.79

Diluted $ 15.85 $ 11.76 $ 5.79

Weighted average shares used in computing net income per share of common stock:

Basic 60,510 60,480 60,454

Diluted 60,570 60,534 60,458

Other comprehensive income:

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

Other comprehensive (loss) income ( 4 ) — —

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

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

In thousands, except share data

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Note 1: BUSINESS AND BASIS OF PRESENTATION 4 changes

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

The Company operates on a fiscal year ending June 30. In these notes, Ubiquiti refers to the fiscal years ended ending June 30, 2026, 2025 2027 and 2024 as fiscal 2026, as fiscal 2025 2027 and fiscal 2024, 2026, respectively.

Basis of Presentation — The Company's consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") related to interim financial statements based on applicable Securities and Exchange Commission ("SEC") rules and regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. These consolidated financial statements reflect all adjustments, which are, in the opinion of the Company, of a normal and recurring nature and those necessary to state fairly the statements of financial position, results of operations and cash flows for the dates and periods presented. The June 30, 2026 balance sheet was derived from the audited consolidated financial statements as of that date. All significant intercompany transactions and balances have been eliminated.

These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended June 30, 2026, included in its Annual Report on Form 10-K, as filed with the SEC on August 21, 2026 (the "Annual Report"). The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results to be expected for any future periods.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 79 changes

The Company's significant accounting policies are disclosed in its audited consolidated financial statements for the fiscal year ended June 30, 2026, included in the Annual Report. There have been no changes to the Company's significant accounting policies as discussed in the Annual Report.

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Recognition of Revenues

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

• Identification of the contract, or contracts with a custome r

• Identification of the performance obligations in the contract

• Determination of the transaction price

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

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

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

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

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

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

We record amounts billed for shipping and handling costs as revenues. We act as principal as we are responsible for providing shipping services in exchange for a fee charged to the buyer and hence recognize revenue in the gross amount of consideration received from the customer. We classify shipping and handling costs incurred by us as cost of revenue. We concluded that we are principal in these transactions and hence recorded the shipping revenue transaction at gross. Deposit payments received from distributors in advance of recognition of revenues are included in current liabilities of our balance sheet and are recognized as revenues when all the criteria for recognition of revenues are met.

Transaction price and allocation to performance obligations

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

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

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

Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS includes reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs. As of June 30, 2026 and 2025, the Company had deferred revenues of $ 96.2 million and $ 62.0 million, respectively.

Cash and Cash Equivalents

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

Available-for-Sale Investments

The Company classifies investments in fixed income marketable securities as available-for-sale investments. The available-for-sale investments primarily consist of U.S. government bonds, high grade corporate bonds, and asset backed securities, These available-for-sale investments are primarily held in the custody of a major financial institution. The Specific Identification method is used to determine the cost basis of available-for-sale investments sold. These investments are recorded in the Consolidated Balance Sheets at fair value using quoted prices in active markets for similar securities and unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income (loss) (AOCI), net of tax. Premiums or discounts from par value are amortized to investment income over the life of the underlying investment. All of the Company's available-for-sale securities are available to the Company for use in current operations. As a result, the Company classified all of its securities as current assets even if the stated maturity of some individual securities may be one year or more beyond the balance sheet date.

Concentration of Risk

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

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

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

Inventory and Inventory Valuation

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

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

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

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

Allowance for Credit Losses

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

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

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

Beginning balance $ 11,956 $ 498 $ 92

Charged to expenses 169 11,458 406

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

Fair Value of Financial Instruments

Pursuant to the accounting guidance for fair value measurements and its subsequent updates, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The accounting guidance establishes a three-tier fair value hierarchy that requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. A financial instrument's classification within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value are:

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

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

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

The Company records securities available-for-sale at fair value on a recurring basis. We classify our investments within Level 1 or 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

Our fixed income available-for-sale investments consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of our marketable securities incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data.

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (Accounting Standards Codification ("ASC") 360), we assess potential impairments to our long-lived assets, including property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. We recognize an impairment loss when the undiscounted cash flows expected to be generated by an asset or group of assets are less than the asset's carrying value. Any required impairment loss would be measured as the amount by which the asset's carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and charged to results of operations. The Company did no t recognize any material impairment losses for fiscal years 2026, 2025 and 2024.

Property and Equipment

Furniture, fixtures and equipment are recorded at cost.

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

Estimated Useful Life

Testing equipment 3 to 5 years

Computer and other equipment 3 to 5 years

Furniture and fixtures 3 to 5 years

Software up to 3 years

Corporate aircraft 15 years

Leasehold improvements shorter of lease term or useful life

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

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

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

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

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

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

Share-based Compensation

The Company measures share-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense for restricted stock units and stock options on a straight-line basis over the employee's requisite service period.

The Company did no t grant any stock options during fiscal 2026, fiscal 2025 or fiscal 2024. Restricted stock units are valued based on the fair value of the Company's common stock on the date of grant.

Commitments and Contingencies

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

Foreign Currency Remeasurement

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

Research and Development Costs

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

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

1 unchanged paragraph

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"), which amends the existing guidance relating to the annual disclosures for accounting for income taxes. ASU 2023-09 requires a public business entity to disclose a tabular rate reconciliation using specified categories and providing additional information for reconciling items that exceed a quantitative threshold. In addition, ASU 2023-09 requires the disaggregation of federal, state and foreign income taxes paid (net of funds received), with further disaggregation required for individual jurisdictions in which the income taxes paid exceed five percent of the Company's total income taxes paid. The provision for income taxes in the Company's consolidated statement of operations and comprehensive income will also be required to be disaggregated by federal, state and foreign jurisdictions. The Company adopted ASU 2023-09 for its fiscal year beginning July 1, 2025 on a prospective basis. As this ASU affects disclosures only, adoption did not have an impact on the Company's results of operations, cash flows, or financial condition. The expanded rate reconciliation and income taxes paid reported on a disaggregate basis as required under ASU 2023-09 are presented in Note 13," Income Taxes."

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). The amendments in this update provide a practical expedient permitting a public business entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. The Company adopted ASU 2025-05 for its fiscal year beginning July 1, 2026 on a prospective basis. The adoption did not have any material impact on the Company's results of operations, cash flows or financial condition.

2 unchanged paragraphs

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). The amendments in this update provide a practical expedient permitting a public business entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. The amendments in ASU 2025-05 will become effective for annual and interim reporting period disclosures in the Company's fiscal year beginning July 1, 2026. We are currently evaluating the impact of adopting the practical expedient permitted under this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") which requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments in ASU 2024-03 will become effective for annual disclosures in the Company's fiscal year beginning July 1, 2027, with interim period disclosures required effective with the Company's fiscal year beginning July 1, 2028. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

Company's fiscal year beginning July 1, 2028. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

3 unchanged paragraphs

Note 3: REVENUES 7 changes

Revenue is primarily generated from the sale of hardware as well as the related implied post contract services ("PCS").

4 unchanged paragraphs

As of June September 30, 2026 and 2025, June 30, 2026, the Company's customer deposits were $ 1.2 4.1 million and $ 2.8 1.2 million, respectively.

As of September 30, 2026, the Company's deferred revenue, included in other current liabilities and other long-term liabilities, was $ 59.6 million and $ 45.6 million, respectively.

1 unchanged paragraph

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

Variable Consideration

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

We expect the majority of our deferred revenue to convert to revenue in within three years . For fiscal years the three months ended September 30, 2026, and 2025 we recognized revenues amounting to $ 36.0 21.2 million and from the deferred revenue balance as of June 30, 2026. For the three months ended September 30, 2025, we recognized revenues amounting to $ 20.3 13.0 million respectively from previous years' the deferred revenue balances. balance as of June 30, 2025.

Note 4: FAIR VALUE OF FINANCIAL INSTRUMENTS 24 changes

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

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

Money market funds $ 2,676 $ — $ — $ 2,676 $ 2,676 $ —

Subtotal $ 2,676 $ — $ — $ 2,676 $ 2,676 $ —

Asset-backed securities 58,850 — ( 126 ) 58,724 — 58,724

Corporate bonds 170,231 — ( 739 ) 169,492 — 169,492

US Government bonds 68,123 — ( 219 ) 67,904 — 67,904

Subtotal $ 297,204 $ — $ ( 1,084 ) $ 296,120 $ — $ 296,120

Total $ 299,880 $ — $ ( 1,084 ) $ 298,796 $ 2,676 $ 296,120

(1) Cash and cash equivalents on the Consolidated Balance Sheets includes securities that have a maturity of three months or less at the date of purchase. The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.

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

7 unchanged paragraphs

(1) Cash and cash equivalents on the Consolidated Balance Sheets includes securities that have a maturity of three months or less at the date of purchase. The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.

Due within 1 year 32,858 32,852

Total $ 99,291 $ 99,287

During fiscal year the three months ended June September 30, 2026, interest income on the Company's investments investment securities was $ 0.2 2.2 million.

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

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

Available-For-Sale/ Cash Equivalents

Adjusted Amortized Cost Fair Value

Due within 1 year $ 109,368 $ 109,127

Due after 1 year through 5 years 66,433 66,435 190,512 189,669

Total $ 299,880 $ 298,796

All of the Company's available-for-sale securities are available to the Company for use in current operations. As a result, the Company classified all of its securities as current assets even if the stated maturity of some individual securities may be one year or more beyond the balance sheet date. These investments are recorded in the Consolidated Balance Sheets at fair value using quoted prices in active markets for similar securities and unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income (loss) (AOCI), net of tax.

1 unchanged paragraph

As of June 30, 2025, the company had term-loan facilities, the fair value of which approximated the historical cost. Refer to Note 8."Debt"of the consolidated financial statements.

Note 5: EARNINGS PER SHARE 12 changes

1 unchanged paragraph

Net income $ 960,303 $ 711,922 $ 349,960

Three Months Ended September 30,

Net income $ 320,463 $ 207,876

Weighted-average shares used in computing basic earnings per share 60,510 60,480 60,454 60,524 60,499

1 unchanged paragraph

Restricted stock units 60 54 4

Restricted stock units 40 60

Weighted-average shares used in computing diluted earnings net income per share 60,570 60,534 60,458 60,564 60,559

1 unchanged paragraph

Basic $ 15.87 $ 11.77 $ 5.79

Diluted $ 15.85 $ 11.76 $ 5.79

Restricted stock units — 9 80

Diluted $ 5.29 $ 3.43

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

Note 6: BALANCE SHEET COMPONENTS 59 changes

1 unchanged paragraph

Finished goods $ 703,361 $ 627,971

Raw materials 77,079 47,127

Total $ 780,440 $ 675,098

September 30, 2026 June 30, 2026

Finished goods $ 689,715 $ 703,361

Raw materials 89,554 77,079

Total $ 779,269 $ 780,440

2 unchanged paragraphs

Other taxes 11,694 8,775

Total $ 67,955 $ 55,572

September 30, 2026 June 30, 2026

Prepaid income taxes $ 7,871 7,943 $ 7,339 7,871

Prepaid expenses and other current assets 65,648 48,390 39,458

Other taxes 12,943 11,694

Total $ 86,534 $ 67,955

2 unchanged paragraphs

Testing equipment $ 21,970 $ 20,581

Tooling equipment 38,433 26,528

Leasehold improvements 28,968 27,578

September 30, 2026 June 30, 2026

Testing equipment $ 22,345 $ 21,970

Tooling equipment 42,024 38,433

Leasehold improvements 29,292 28,968

Computer and other equipment 9,532 9,337 8,141

Software 8,582 8,440 9,016

Furniture and fixtures 2,805 2,164 2,170

1 unchanged paragraph

The Company recorded depreciation and amortization expense of $ 18.0 million, $ 20.3 million and $ 17.7 million in fiscal 2026, 2025 and 2024, respectively.

Property and equipment, gross 180,387 175,119 159,821

Less: Accumulated depreciation and amortization ( 99,211 103,922 ) ( 86,326 99,211 )

Property and equipment, net $ 75,908 76,465 $ 73,495 75,908

2 unchanged paragraphs

September 30, 2026 June 30, 2026

2 unchanged paragraphs

Total $ 68,090 $ 67,111

(3) Amortization expense for intangible assets was $ 0.9 million, $ 1.6 million and $ 1.6 million for the years ended June 30, 2026, 2025 and 2024, respectively.

Other long-term assets, net 5,945 6,009 4,213

Total $ 67,927 $ 68,090

(1) The Company expects the deposits made with the Hong Kong Inland Revenue Department ("IRD") to be refunded upon completion of the audit. See Note 13, "Income Taxes" to the consolidated financial statements for additional details regarding this ongoing tax audit.

(2) Accumulated amortization was $ 8.5 8.6 million and $ 9.1 8.5 million for the years ending June as of September 30, 2026, and June 30, 2025, 2026, respectively.

( 3) Amortization expense for intangible assets was $ 0.1 million and $ 0.4 million for the three months ended September 30, 2026 and 2025, respectively.

The following table presents expected future intangible asset amortization as of June September 30, 2026 (in thousands):

Remainder of Fiscal 2027 $ 188

Total future intangible asset amortization $ 1,738 1,674

2 unchanged paragraphs

Accrued expenses 37,157 36,090

Customer deposits 1,202 2,817

Other payables 30,182 23,840

Total $ 183,645 $ 255,772

September 30, 2026 June 30, 2026

Deferred revenue — short term short-term $ 55,323 59,564 $ 35,968 55,323

Accrued expenses 45,082 37,157

Lease liability— — current 13,967 14,693 12,401

Warranty accrual 11,785 11,114 11,739

Accrued compensation and benefits 20,560 17,689 9,086

Customer deposits 4,051 1,202

Reserves Reserve for sales returns 3,529 3,828 3,005

Inventory received not billed 53,581 12,457 120,826

Other payables 32,039 30,182

Total $ 244,158 $ 183,645

2 unchanged paragraphs

Total $ 40,874 $ 26,015

September 30, 2026 June 30, 2026

Deferred revenue — long-term $ 40,874 45,588 $ 26,015 40,874

Excise taxes on repurchase of shares $ 151 $ —

Total $ 45,739 $ 40,874

Note 7: ACCRUED WARRANTY 8 changes

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

1 unchanged paragraph

Beginning balance $ 11,739 $ 10,825

Three Months Ended September 30,

Total Beginning balance $ 11,114 $ 11,739

Accruals for warranties issued during the period 13,618 15,208 4,553 3,362

Changes in liability for pre-existing warranties during the period ( 2,547 ) 31 ( 1,702 927 )

Settlements made during the period ( 11,696 3,913 ) ( 12,592 2,988 )

Ending balance $ 11,785 $ 11,186

Note 8: DEBT 13 changes

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the "Domestic Guarantors"), entered into an amended and restated credit agreement (as amended by a first amendment on April 3, 2023, the "Amended Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $ 700 million senior secured revolving credit facility (the "Revolving Facility") and provided a $ 500 million senior secured term loan facility (the "Term Loan Facility," and together with the Term Loan Facility, the "Facilities"), and extended the maturity of the Facilities to March 30, 2026. In addition, the Facilities included an option to request increases in the amounts of such credit facilities by up to an additional $ 500 million in the aggregate. The loans under the Term Loan Facility were payable in quarterly installments of $ 6.25 million per quarter, commencing with the quarter ending June 30, 2021. On February 27, 2026, we fully repaid the Term Loan Facility. The Facilities were scheduled to mature on March 30, 2026. There were no amounts outstanding under the Revolving Facility at maturity.

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

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

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

1 unchanged paragraph

On May 7, 2026, the Company, as borrower, and certain domestic subsidiaries, as guarantors, entered into a credit agreement (the "2026 Credit Agreement") with PNC Bank, National Association ("PNC"), the other financial institutions named as lenders therein (collectively with PNC, the "Lenders"), and PNC, as administrative agent for the Lenders, pursuant to which PNC provided the Company with a $ 250 million senior secured revolving facility (the "2026 Revolving Facility"). In addition, the 2026 Revolving Facility includes an option to request increases in the amounts of such credit facility by up to an additional $ 500 million in the aggregate.

Facility includes an option to request increases in the amounts of such credit facility by up to an additional $ 500 million in the aggregate.

As of June September 30, 2026, the Company did not have any outstanding borrowings under the 2026 Revolving Facility. There were no borrowings or payments made under the 2026 Revolving Facility during the twelve three months ended June September 30, 2026.

1 unchanged paragraph

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

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

Debt issuance costs, net — ( 443 )

Total Debt - short term — 249,557

The 2026 Credit Agreement requires the Company to maintain during the term of the 2026 Revolving Facility (i) a maximum consolidated leverage ratio of 3.50 to 1.00, (ii) a minimum consolidated interest coverage ratio of 3.00 to 1.00 and (iii) to the extent that the Company's consolidated leverage ratio is greater than 2.50 to 1.00, unrestricted domestic cash and cash equivalents of the Company and its subsidiaries in an amount equal to at least $ 75,000,000 . 75.0 million. In addition, the 2026 Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The 2026 Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the 2026 Credit Agreement. As of September 30, 2026, the Company was in compliance with all covenants under the 2026 Credit Agreement.

The Company's unamortized balance of debt issuance costs are included within Prepaid expenses and other current assets and Other long-term assets is $ 0.9 million as of June September 30, 2026, which are amortized as interest expense over the life of the 2026 Revolving Facility. Amortization of debt issuance costs included in interest expense for the year three month periods ended June September 30, 2026 and 2025 were $ 1.0 0.1 million and $ 2.0 0.3 million respectively.

Note 9: LEASES 17 changes

Total lease costs $ 21,146 $ 17,989

Fiscal 2027 $ 18,070

The Company has entered into agreements under which we lease various real estate spaces in North America, Europe and Asia Pacific, under non-cancellable leases that expire on various dates through fiscal 2037. Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. As of June September 30, 2026, we included such options in determining the lease terms for certain of our leases as because we were reasonably certain that we would exercise those the extension options. Most of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs.

The following table summarizes our lease costs for fiscal years the three months ended June September 30, 2026 and 2025 (in thousands):

Financial Statement Classification Three Months Ended September 30,

Operating lease costs: Financial Statement Classification

Fixed lease costs Operating expenses $ 13,821 3,734 $ 11,846 2,993

Fixed lease costs Cost of revenues 4,403 4,605 1,105 1,089

Variable lease costs Operating expenses 2,248 631 703 477

Variable lease costs Cost of revenues 674 907 187 70

Total lease costs $ 5,729 $ 4,629

The operating lease costs in the table above include costs for long-term and short-term leases. Total short-term costs for fiscal years the three months ended June September 30, 2026 and 2025 were immaterial. . Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets. For fiscal years June the three months ended September 30, 2026 and 2025, the cash paid for amounts associated with our the Company's operating lease liabilities were was approximately $ 19.9 4.9 million and $ 17.8 4.1 million, respectively. Cash paid for amounts associated with the Company's operating lease liabilities were was classified as operating activities in the consolidated statement of cash flows.

The following table shows our the Company's undiscounted future fixed payment obligations under our the Company's recognized operating leases and a reconciliation to the operating lease liabilities as of June September 30, 2026 (in thousands):

Remainder of Fiscal 2027

Total future fixed operating lease payments $ 93,644 88,725

Less: Imputed interest $ 13,683 12,769

Total operating lease liabilities $ 79,961 75,956

2 unchanged paragraphs

Note 10: COMMITMENTS AND CONTINGENCIES 8 changes

1 unchanged paragraph

We subcontract with third parties to manufacture our products and supply key components. As of June September 30, 2026, we had $ 1,532.6 1,776.0 million of purchase commitments with these third parties. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. There have been no significant liabilities for current or anticipated cancellations recorded as of June September 30, 2026. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties. In addition, we may be subject to additional purchase obligations to our contract manufacturers for supply agreements and components ordered by them based on manufacturing forecasts we provide them each month.

As of June September 30, 2026, the Company has other obligations of $ 6.2 10.3 million which consisted primarily of commitments related to research and development projects.

2 unchanged paragraphs

Intellectual Ventures I LLC v. Ubiquiti Inc.

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

AX Wireless, LLC Litigation

On February 2, 2026, AX Wireless, LLC ("AX Wireless") filed a complaint against the Company with the U.S. International Trade Commission ("ITC") alleging infringement of certain U.S. patents related to Wi-Fi 6 (802.11ax) technology, including U.S. Patent Nos. 10,079,707; 10,917,272; 11,646,927; 11,777,776; and 112,063,134. The complainant seeks a limited exclusion order and a cease and desist order that would prohibit the Company from importing into the United States, and selling in the United States, certain wireless networking products and components that allegedly infringe these patents. Concurrently with the ITC filing, AX Wireless filed a related complaint in the U.S. District Court for the Northern District of Illinois alleging infringement of the same patents and seeking unspecified monetary damages, interest, and fees.

The Company plans to vigorously defend itself in both the ITC investigation and the District Court action; however, there can be no assurance that the Company will prevail. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with either the ITC investigation or the District Court action. An adverse ruling at the ITC could result in an order excluding certain of our products from the U.S. market, which would have a material adverse effect on our business, financial condition, and results of operations.

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

3 unchanged paragraphs

Note 11: RELATED PARTY TRANSACTIONS AND CERTAIN OTHER TRANSACTIONS 1 change

Mr. Robert J. Pera, our Chairman and Chief Executive Officer, is the controlling owner of the Memphis Grizzlies, a team in the National Basketball Association (the "Grizzlies"). From time to time, the Grizzlies purchase our products through our webstore, on terms we believe are no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances. During fiscal the three months ended September 30, 2026, we received approximately $ 467,000 129,215 from sales to the Grizzlies, inclusive of sales tax and shipping charges. Additionally, from time to time, the Grizzlies may participate in our product testing and marketing activities.

Note 12: SHARE-BASED COMPENSATION 32 changes

1 unchanged paragraph

2020 Equity Incentive Plan

In December 2020, the Company's stockholders approved the Ubiquiti Inc. 2020 Omnibus Incentive Plan (the "2020 Equity Plan"). Under the terms of the 2020 Equity Plan, the Company is authorized to grant awards for up to five million shares of common stock over the term of the 2020 Equity Plan.

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

The Company's 2020 Omnibus Incentive Plan is described in the Annual Report.

As of June September 30, 2026, the Company had 4,918,820 4,911,770 authorized shares available for future issuance under all of its stock incentive plan. plans.

1 unchanged paragraph

Cost of revenues $ 277 $ 238 $ 159

Research and development 5,078 5,238 4,831

Sales, general and administrative 2,089 1,732 1,368

The Company did no t grant any stock options during fiscal 2026, fiscal 2025, or fiscal 2024.

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

Non-vested RSUs, June 30, 2025

RSUs granted 20,396 $ 527.47

RSUs vested ( 34,253 ) $ 217.36

RSUs forfeited ( 9,581 ) $ 221.80

The following table shows total share-based compensation expense included in the consolidated statements of operations and Comprehensive Income for fiscal the three months ended September 30, 2026 2025 and 2024 2025 (in thousands):

Three Months Ended September 30,

Cost of revenues $ 81 $ 70

Research and development 1,345 1,311

Sales, general and administrative 595 503

During fiscal 2026, 2025 and 2024, There were no options exercised under the Company's stock incentive plan. plans during the three months ended September 30, 2026 and 2025.

As of June September 30, 2026, the Company had no unrecognized compensation cost costs related to stock options, and the Company did no t grant any employee stock options during the three months ended September 30, 2026 and 2025.

Restricted Stock Units ("RSUs")

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

Number of Shares Weighted Average Grant Date Fair Value Per Share

1 unchanged paragraph

The intrinsic value of RSUs vested in fiscal 2026, 2025, and 2024 was $ 18.0 million, $ 9.2 million and $ 3.5 million, respectively. The total intrinsic value of all outstanding RSUs was $ 40.9 million as of June 30, 2026.

RSUs granted 5,717 $ 531.29

RSUs vested ( 10,101 ) $ 207.55

RSUs canceled ( 1,870 ) $ 285.35

Non-vested RSUs, September 30, 2026

The intrinsic value of RSUs vested during the three months ended September 30, 2026 and 2025 was $ 5.4 million and $ 4.4 million, respectively.

The total intrinsic value of all outstanding RSUs was $ 39.9 million as of September 30, 2026.

As of June September 30, 2026, there was were unrecognized compensation costs related to RSUs of $ 15.9 million which the Company expects to recognize over a weighted average period of 3.3 3.1 years.

Note 13: INCOME TAXES 72 changes

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

Domestic $ 1,114,353 $ 326,371 $ 149,523

Foreign 68,722 479,281 274,305

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

Federal $ 206,040 $ 131,505 $ 67,870

State 37,226 21,906 8,019

Foreign 15,384 12,511 9,946

Current tax expense 258,650 165,922 85,835

Federal ( 31,020 ) ( 62,239 ) ( 7,110 )

State ( 3,950 ) ( 8,374 ) ( 627 )

Foreign ( 908 ) ( 1,579 ) ( 4,230 )

Deferred tax benefit (expense) ( 35,878 ) ( 72,192 ) ( 11,967 )

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

The Company adopted ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" on a prospective basis beginning with the year ended June 30, 2026. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory income tax amount and rate to our total provision for income taxes amount and rate for the year ended June 30, 2026 (in thousands except for percentages):

Year ended June 30, 2026

US Federal Statutory Rate 248,445 21.0 %

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

Foreign tax effects: — — %

Other foreign jurisdictions 45 — %

Effect of cross-border tax laws:

Global intangible low tax income 209 — %

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

Nontaxable or nondeductible items:

Stock-based compensation expense 428 0.1 %

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

Total $ 222,772 18.8 %

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

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate and our effective tax rate for the years ended June 30, 2025 and June 30, 2024 (in percentages):

Statutory rate 21.0 % 21.0 %

Effect of foreign operations ( 5.0 ) ( 5.7 )

State tax expense 2.0 1.3

Share-based compensation 0.1 0.3

Subpart F income 0.2 0.4

Intangibles realignment ( 6.6 ) —

Other permanent items ( 0.1 ) 0.1

Effective tax rate 11.6 % 17.4 %

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

and 35 more changes in the filing

Note 14: SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS 22 changes

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and 22 more changes in the filing

Note 15: COMMON STOCK AND TREASURY STOCK 6 changes

and 6 more changes in the filing

Note 16: SUBSEQUENT EVENTS 3 changes

and 3 more changes in the filing

MD&A 150 changes

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and 150 more changes in the filing

Market risk 4 changes

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Controls and procedures 9 changes

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and 9 more changes in the filing

Legal proceedings 2 changes

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Risk factors 22 changes

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64 unchanged paragraphs

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and 22 more changes in the filing

Exhibits 56 changes

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and 56 more changes in the filing