
FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedJune 30, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from ______ to ______Commission File No.001-35300 UBIQUITI INC. (Exact name of registrant as specified in its charter) 685 Third Avenue,27th Floor,New York,NY10017(Address of principal executive offices, Zip Code) (646)780-7958(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act:Title of each classTrading Symbol(s)NameofeachexchangeonwhichregisteredCommon stock, $0.001 par value per shareUINew York Stock Exchange Securities registered pursuant to Section12(g) of the Act:NoneIndicate 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 Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto 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 toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Table of Contents reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-accelerated filer☐(Do not check if a smaller reporting company)Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,398,140,941basedupon the closing price of $331.93 of such common stock on the New York Stock Exchange on December31, 2024 (the last business day of theregistrant’s most recently completed second quarter). Shares of common stock held as of December31, 2024 by each director and executiveofficer of the registrant, as well as shares held by each holder of 5% of the common stock known to the registrant, have been excluded forpurposes of the foregoing calculation. This determination of affiliate status is not a conclusive determination for other purposes. As of August21, 2025,60,498,713shares of common stock were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection withthe registrant’s 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to theextent stated herein. TABLE OF CONTENTS PART I Item1.Business4Item1A.Risk Factors10Item1B.Unresolved Staff Comments35Item1C.Cybersecurity35Item2.Properties36Item3.Legal Proceedings36Item4.Mine Safety Disclosures36 Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36Item6.Reserved38Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item7A.Quantitative and Qualita