Ubiquiti Inc. Faces Delisting Notice, Schedules Shareholder Vote

TL;DR

Ubiquiti got a delisting warning and is calling a shareholder meeting.

AI Summary

Ubiquiti Inc. filed an 8-K on December 5, 2025, reporting events as of December 3, 2025. The filing indicates a notice of delisting or failure to satisfy a continued listing rule, as well as the submission of matters to a vote of security holders. The company was formerly known as Ubiquiti Networks, Inc. and changed its name on February 1, 2011.

Why It Matters

This filing signals potential issues with Ubiquiti's compliance with stock exchange listing standards, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's stock trading and market perception.

Key Players & Entities

• Ubiquiti Inc. (company) — Registrant
• Ubiquiti Networks, Inc. (company) — Former company name
• December 3, 2025 (date) — Earliest event date
• December 5, 2025 (date) — Filing date
• February 1, 2011 (date) — Date of name change

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share UI New York Stock E

Filing Documents

• ui-20251203.htm (8-K) — 33KB
• 0001511737-25-000083.txt ( ) — 150KB
• ui-20251203.xsd (EX-101.SCH) — 2KB
• ui-20251203_lab.xml (EX-101.LAB) — 22KB
• ui-20251203_pre.xml (EX-101.PRE) — 13KB
• ui-20251203_htm.xml (XML) — 3KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Ubiquiti Inc. (the "Company") deeply regrets to disclose that Ronald A. Sege, a member of the Company's Board of Directors (the "Board"), passed away on November 30, 2025. Mr. Sege joined the Board in 2012 and served as a member of the Board's audit and compensation committees and as chair of the Board's nominating and corporate governance committee (the "Committees") at the time of his passing. The Company extends its deepest sympathies and condolences to Mr. Sege's family and loved ones. Following Mr. Sege's death, the Class II director seat will remain vacant until a replacement director is appointed by the Board. The Committees have been reduced to two members, both of whom are independent directors. As a result, the Company is no longer compliant with Section 303A.07(a) of the New York Stock Exchange ("NYSE") Listed Company Manual (the "Listed Company Manual"), which requires that the audit committee of an NYSE-listed company consist of at least three members, each of whom is an independent director. On December 3, 2025 , the Company notified the NYSE of Mr. Sege's passing and the resulting non-compliance with Section 303A.07(a) of the Listed Company Manual. On December 4, 2025, the Company received official notice of non-compliance from the NYSE with respect to this deficiency. The Company expects to appoint, as soon as practicable, an additional member to the Board and audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual. Upon appointing such new member of the Board and the audit committee, the Company will regain compliance with Section 303A.07(a) of the Listed Company Manual.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 4, 2025, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders voted on the following two proposals and cast their votes as described below. Proposal 1: To elect one Class II director to serve on the Board until the third annual meeting of the Company's stockholders following his election or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. This proposal was approved. For Withhold Broker Non-Votes Ronald A. Sege * 57,469,544 579,731 1,408,040 * As disclosed above, Mr. Sege, who was listed in the Company's definitive proxy statement as a director nominee standing for re-election to the Board at the Annual Meeting, passed away prior to the Annual Meeting. The Board did not designate a substitute nominee for Mr. Sege's director position, and the Class II director seat will remain vacant until a replacement is appointed by the Board. Proposal 2: To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. This proposal was approved. For Against Abstain 59,437,036 12,784 7,495

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UBIQUITI INC. December 5, 2025 By: /s/ Robert J. Pera Name: Robert J. Pera Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR