ubnt-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2025


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

For the transition period from to

Commission File No. 001-35300

UBIQUITI INC.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices, Zip Code)

(646) 780-7958

(Registrant’s telephone number, including area code)

N/A

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

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


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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

Table of Contents

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

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

As of November 6, 2025, 60,499,655 shares of Common Stock, par value $0.001, were issued and outstanding.

Table of Contents

UBIQUITI INC.

INDEX TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025


PART I: FINANCIAL INFORMATION			4
Item 1. Financial Statements (Unaudited)			4
Consolidated Balance Sheets			4
Consolidated Statements of Operations			5
Consolidated Statements of Stockholders’ Equity (Deficit)			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			28
Item 4. Controls and Procedures			29
PART II: OTHER INFORMATION			30
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			53
Item 3. Defaults upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55
Signatures			56

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

UBIQUITI INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	September 30, 2025		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	177,195	$	149,727

Accounts receivable, net of allowance for doubtful accounts of $11,929 and $11,956 at September 30, 2025 and June 30, 2025, respectively	245,336		244,616
Inventories	680,713		675,098
Vendor deposits	42,041		48,209


Prepaid expenses and other current assets	55,029		55,572
Total current assets	1,200,314		1,173,222
Property and equipment, net	73,212		73,495
Operating lease right-of-use assets, net	41,540		44,655
Deferred tax assets	107,952		107,968

Other long-term assets	67,259		67,111
Total assets	$	1,490,277	$	1,466,451
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	243,394	$	164,793
Income taxes payable	48,576		40,733
Debt — short-term	133,456		249,557
Other current liabilities	147,676		255,772
Total current liabilities	573,102		710,855
Income taxes payable — long-term	26,032		25,529
Operating lease liabilities — long-term	33,689		35,458


Other long-term liabilities	29,010		26,349
Total liabilities	661,833		798,191
Commitments and contingencies (Note 9)
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:
60,499,555 and 60,492,105 issued and outstanding as of September 30, 2025 and June 30, 2025, respectively	61		61
Additional paid–in capital	17,781		17,075

Retained earnings	810,602		651,124
Total stockholders’ equity	828,444		668,260
Total liabilities and stockholders’ equity	$	1,490,277	$	1,466,451

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

UBIQUITI INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,
	2025		2024
Revenues	$	733,773	$	550,344
Cost of revenues	396,364		318,726
Gross profit	337,409		231,618
Operating expenses:
Research and development	48,543		37,997
Sales, general and administrative	27,144		24,415

Total operating expenses	75,687		62,412
Income from operations	261,722		169,206
Interest expense and other, net	3,182		10,578
Income before income taxes	258,540		158,628
Provision for income taxes	50,664		30,640
Net income	$	207,876	$	127,988
Net income per share of common stock:
Basic	$	3.44	$	2.12
Diluted	$	3.43	$	2.12
Weighted average shares used in computing net income per share of common stock:
Basic	60,499		60,469
Diluted	60,559		60,494

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

UBIQUITI INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands, except share data)

(Unaudited)


	Three Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount		Amount		Amount		Amount
Balance at June 30, 2025	60,492,105	$	61	$	17,075	$	651,124	$	668,260
Net Income	—	—		—		207,876		207,876


Restricted stock units issued, net of tax withholdings	7,450	—		(1,178)		—		(1,178)

Share-based compensation expense	—	—		1,884		—		1,884
Dividends paid on Common Stock ($0.80 per share)	—	—		—		(48,398)		(48,398)
Balance at September 30, 2025	60,499,555	$	61	$	17,781	$	810,602	$	828,444


	Three Months Ended September 30, 2024
	Common Stock			Additional Paid-In Capital		Retained Earnings (Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Amount		Amount		Amount
Balance at June 30, 2024	60,462,539	$	60	$	10,645	$	84,355	$	95,060
Net Income	—	—		—		127,988		127,988


Restricted stock units issued, net of tax withholdings	7,669	—		(323)		—		(323)

Share-based compensation expense	—	—		1,696		—		1,696
Dividends paid on Common Stock ($0.60 per share)	—	—		—		(36,282)		(36,282)
Balance at September 30, 2024	60,470,208	$	60	$	12,018	$	176,061	$	188,139

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

UBIQUITI INC.

Consolidated Statements of Cash Flows

(In thousands) (Unaudited)


	Three Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities:
Net income	$	207,876	$	127,988
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,089		6,126
Amortization of debt issuance costs	332		1,037


Provision for excess and obsolete inventory	1,327		2,375
Provision for loss on vendor deposits	4,349		4,355
Share-based compensation	1,884		1,696
Deferred taxes	(318)		99


Other, net	(384)		202
Changes in operating assets and liabilities:
Accounts receivable	(694)		(5,380)
Inventories	(6,557)		8,452
Vendor deposits	1,819		21,682

Prepaid expenses and other assets	(175)		(3,325)
Accounts payable	79,337		2,425
Income taxes payable	8,346		6,212
Deferred revenues	8,104		3,434
Accrued and other liabilities	(111,883)		56,289
Net cash provided by operating activities	198,452		233,667
Cash Flows from Investing Activities:
Purchase of property and equipment and other long-term assets	(5,158)		(2,604)


Net cash used in investing activities	(5,158)		(2,604)
Cash Flows from Financing Activities:

Repayment against credit facility- Revolver	—		(35,000)
Repayment against credit facility- Term	(116,250)		(120,625)

Payment of common stock cash dividends	(48,398)		(36,282)

Tax withholdings related to net share settlements of restricted stock units	(1,178)		(323)
Net cash used in financing activities	(165,826)		(192,230)
Net increase in cash and cash equivalents	27,468		38,833
Cash and cash equivalents at beginning of period	149,727		126,342
Cash and cash equivalents at end of period	$	177,195	$	165,175
Supplemental Disclosure of Cash Flow Information:
Income taxes paid, net of refunds	$	42,751	$	24,359
Interest paid	$	3,230	$	12,023
Non-Cash Investing and Financing Activities:
Right-of-use asset recognized	$	484	$	1,132
Unpaid property and equipment and other long-term assets	$	711	$	1,300

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

UBIQUITI INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

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

The Company operates on a fiscal year ending June 30. In these notes, Ubiquiti refers to the fiscal years ending June 30, 2026 and 2025, as fiscal 2026 and fiscal 2025, 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, 2025 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, 2025, included in its 2025 Annual Report on Form 10-K, as filed with the SEC on August 22, 2025 (the “2025 Annual Report”). The results of operations for the three months ended September 30, 2025 are not necessarily indicative of the results to be expected for any future periods.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are disclosed in its audited consolidated financial statements for the fiscal year ended June 30, 2025, included in the 2025 Annual Report. There have been no changes to the Company’s significant accounting policies as discussed in the 2025 Annual Report.

Use of Accounting Estimates

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

Recent Accounting Pronouncements Not Yet Effective

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"), which amends the existing guidance relating to the annual disclosures for accounting for income taxes. ASU 2023-09 requires a public business entity to disclose a tabular rate reconciliation using specified categories and providing additional information for reconciling items that exceed a quantitative threshold. In addition, ASU 2023-09 requires the disaggregation of federal, state and foreign income taxes paid (net of funds received), with further disaggregation required for individual jurisdictions in which the income taxes paid exceed five percent of the Company's total income taxes paid. The provision for income taxes in the Company's statement of operations will also be required to be disaggregated by federal, state and foreign jurisdictions. The amendments in ASU 2023-09 will become effective for annual disclosures for fiscal year 2026. The FASB indicated ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. This ASU will only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

Disaggregation of Expenses

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") which requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain 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

Table of Contents

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.

NOTE 3—REVENUES

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

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

Disaggregation of Revenue

See Note 12, "Segment Information, Revenues by Geography and Significant Customers" for disaggregation of revenue by product category and geography.

Contract Balances

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

As of September 30, 2025 and June 30, 2025, the Company’s customer deposits were $1.6 million and $2.8 million, respectively.

As of September 30, 2025, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $41.1 million and $29.0 million, respectively.

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

We expect the majority of our deferred revenue to convert to revenue in two years. For the three months ended September 30, 2025, we recognized revenues amounting to $13.0 million from the deferred revenue balance as of June 30, 2025. For the three months ended September 30, 2024, we recognized revenues amounting to $7.4 million from the deferred revenue balance as of June 30, 2024.

Table of Contents

NOTE 4—EARNINGS PER SHARE

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


	Three Months Ended September 30,
	2025		2024
Numerator:
Net income	$	207,876	$	127,988
Denominator:
Weighted-average shares used in computing basic earnings per share	60,499		60,469
Add—dilutive potential common shares:

Restricted stock units	60		25
Weighted-average shares used in computing diluted net income per share	60,559		60,494
Net income per share of common stock:
Basic	$	3.44	$	2.12
Diluted	$	3.43	$	2.12

The Company excludes potentially dilutive securities from its diluted net income per share calculation when their effect would be anti-dilutive to net income per share amounts.

NOTE 5—BALANCE SHEET COMPONENTS

Inventories

Inventories consisted of the following (in thousands):


	September 30, 2025		June 30, 2025
Finished goods	$	631,023	$	627,971
Raw materials	49,690		47,127

Total	$	680,713	$	675,098

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30, 2025		June 30, 2025
Prepaid income taxes	$	7,517	$	7,339
Prepaid expenses and other current assets	37,687		39,458
Other taxes	9,825		8,775
Total	$	55,029	$	55,572

Table of Contents

Property and Equipment, Net

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


	September 30, 2025		June 30, 2025
Testing equipment	$	19,230	$	20,581
Tooling equipment	27,990		26,528
Leasehold improvements	27,936		27,578
Computer and other equipment	8,581		8,141
Software	8,784		9,016
Furniture and fixtures	2,196		2,170
Corporate aircraft	65,807		65,807
Property and equipment, gross	160,524		159,821
Less: Accumulated depreciation and amortization	(87,312)		(86,326)
Property and equipment, net	$	73,212	$	73,495

Other Long-term Assets

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


	September 30, 2025		June 30, 2025
Hong Kong Tax deposit (1)	$	60,805	$	60,270
Intangible assets, net (2)(3)	2,241		2,628
Other long-term assets, net	4,213		4,213
Total	$	67,259	$	67,111

(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 11, "Income Taxes" to the consolidated financial statements for additional details regarding this ongoing tax audit.

(2) Accumulated amortization was $9.4 million and $9.1 million as of September 30, 2025, and June 30, 2025, respectively.

(3) Amortization expense for intangible assets was $0.4 million both for the three months ended September 30, 2025 and 2024, respectively.

The following table presents expected future intangible asset amortization as of September 30, 2025:


Fiscal 2026	$	513
Fiscal 2027	250
Fiscal 2028	250
Fiscal 2029	244
Fiscal 2030	241
Thereafter	743
Total future intangible asset amortization	$	2,241

Table of Contents

Other Current Liabilities

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


	September 30, 2025		June 30, 2025
Deferred revenue — short-term	$	41,077	35,968
Accrued expenses	35,515		36,090
Lease liability— current	11,039		12,401
Warranty accrual	11,186		11,739
Accrued compensation and benefits	17,489		9,086
Customer deposits	1,560		2,817
Reserve for sales returns	3,045		3,005
Inventory received not billed	5,421		120,826
Other payables	21,344		23,840
Total	$	147,676	$	255,772

Other Long-Term Liabilities

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


	September 30, 2025		June 30, 2025
Deferred revenue — long-term	$	29,010	$	26,015
Deferred tax liability	$	—	$	334
Total	$	29,010	$	26,349

NOTE 6—ACCRUED WARRANTY

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 from its contract manufacturers for replacement cost of defective products, which it also factors into its warranty liability assessment.

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


	Three Months Ended September 30,
	2025		2024
Beginning balance	$	11,739	$	10,825
Accruals for warranties issued during the period	3,362		3,772
Changes in liability for pre-existing warranties during the period	(927)		(156)
Settlements made during the period	(2,988)		(3,328)
Ending balance	$	11,186	$	11,113

NOTE 7—DEBT

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the "Domestic Guarantors"), entered into an amended and restated credit agreement (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,” together with the Term Loan Facility, as defined below, the "Facilities") and provided a $500 million senior secured term loan facility (the “Term Loan Facility”), and extended the maturity of the Facilities to March 30, 2026. In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $500

Table of Contents

million in the aggregate. The loans under the Term Loan Facility are payable in quarterly installments of $6.25 million per quarter, commencing with the quarter ending June 30, 2021. The obligations of the Company and certain domestic subsidiaries under the Amended Credit Agreement are required to be guaranteed by the Domestic Guarantors and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors.

The Company's unamortized balance of debt issuance costs is $0.3 million as of September 30, 2025, which are amortized as interest expense over the life of the Facilities. Amortization of debt issuance costs included in interest expense for the three months ended September 30, 2025 and September 30, 2024 were $0.33 million and $1.04 million, respectively.

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


	September 30, 2025		June 30, 2025
Term Loan Facility - short term	$	133,750	$	250,000

Debt issuance costs, net	(294)		(443)
Total Debt - short term	133,456		249,557

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

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

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

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

The Facilities

Table of Contents

As of September 30, 2025, $133.8 million was outstanding on the Term Loan Facility. There was no outstanding balance on the Revolving Facility as of September 30, 2025, resulting in $700.0 million being available on the Revolving Facility. As of September 30, 2025 and June 30, 2025, the fair value of the Company's Facilities approximated the historical cost.

Term Loan Facility

During the three months ended September 30, 2025, the Company made aggregate payments of $119.5 million under the Term Loan Facility, of which $116.3 million was repayment of principal and $3.2 million was payment of interest.

Revolving Facility

There were no payments made under the Revolving Facility during the three months ended September 30, 2025.

The following table summarizes the Company’s estimated debt and interest payment obligations as of September 30, 2025 for the remainder of fiscal 2026 and future fiscal years (in thousands):


	2026 (remainder)		2027		2028		2029		2030		Thereafter		Total
Debt payment obligations	$	133,750	$	—	$	—	$	—	$	—	$	—	$	133,750
Interest and other payments on debt payment obligations (1)	4,491		—		—		—		—		—		4,491
Total	$	138,241	$	—	$	—	$	—

SEC Form 10-Q filed by Ubiquiti Inc.