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What changed 10-K

Item 9A. Controls and Procedures

2024-04-04 compared with 2023-03-31 · 32 added, 29 removed, 185 unchanged (25% of the section changed)

22 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended February 29, 2024, neither the Company or any of its officers or directors adopted or terminated trading arrangements for the sale of the Company’s common shares.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

64 unchanged sentences

The Company utilizes a “three lines of defense” governance structure to define how the responsibility for risk management activities is assigned:

• The first line of defense for managing risks resides with the management of each business unit.

• The first line of defense for managing risks resides with the management of each business group.

Risk exposures are identified and mitigated at a granular level through various ongoing management activities including business planning, operations management, reporting, and process improvement projects.

12 unchanged sentences

The Compensation, Nomination and Governance Committee of the Board also assists the Board with the oversight of risk management and controls with respect to the Company’s compensation policies and practices, including the administration of the Company’s equity-based compensation plans.

Since June 2015, the Chief Information Officer or Chief Information Security Officer has provided regular updates to the Board on the advancing maturity of the Company’s cybersecurity program, including reports on threat monitoring, penetration testing, vulnerability remediation, encryption efforts and compliance activities.

The updates also include reports on the Company’s third-party cybersecurity accreditations and certifications and on improvements to processes, technology and governance to mitigate threats and advance the Company’s security posture.

The Company also includes risks related to climate change and other environment al, social and governance considerations as part of its enterprise risk management process.

38 unchanged sentences

001-38232), filed with the SEC on April 7, 2020)

4.3 Indenture dated September 1, 2020 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by the Company on September 2, 2020)

4.4 Form of 1.75% Convertible Unsecured Debentures due November 13, 2023 (included in Exhibit 4.3)

10.1† Amended and Restated BlackBerry Limited Equity Incentive Plan Amended and Restated Deferred Share Unit Plan for Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

4.3 Indenture dated January 29 , 202 4 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by the Company on January 2 9 , 202 4 )

4.4 Form of 3 .

00 % Convertible Senior Note due February 15, 20 29 (included in Exhibit 4.3)

10.1* Amended and Restated BlackBerry Limited Equity Incentive Plan

10.2† Amended and Restated Deferred Share Unit Plan for Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

10.3† Form of restricted share unit agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

10.4† Form of performance based restricted share unit agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

10.3* Form of restricted share unit agreement (included in Exhibit 10.1)

10.4* Form of performance based restricted share unit agreement (included in Exhibit 10.1)

10.5† Form of indemnification agreement for directors and executive officers (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

10.6† Employment agreement with John Chen, dated November 3, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

10.6† Employment agreement with John J.

Giamatteo , dated December 8 , 20 23 (incorporated by reference to Exhibit 10.

1 to the Registrant’s Current Report on Form 8 -K (File No.

001-38232), filed with the SEC on December 12 , 202 3 )

10.7† Employment agreement with Steve Rai, dated September 23, 2019 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 7, 2020)

Employment agreement with John Giamatteo, dated August 3, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022)

Employment agreement with Mattias Eriksson, dated April 13, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022)

Patent Sale Agreement with Catapult IP Innovatio ns Inc., dated January 29 , 2022 , including Exhibit A thereto and Exhibit B-1 thereto ( incorporated by reference to Exhibits 10.1, 10.1.1 and 10.1.2 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 3, 2022)

Patent Sale Agreement with Malikie Innovations Limited, dated March 20, 2023 , including Exhibit A-1 thereto, Exhibit A-2 thereto and Exhibit B-1 thereto

Employment agreement with Mattias Eriksson , dated April 1 3, 2021 (incorporated by reference to Exhibit 10.

3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022)

Employment agreement with Phil Kurtz , dated April 13, 2021

Patent Sale Agreement with Malikie Innovations Limited, dated March 20, 2023 , including Exhibit A-1 thereto, Exhibit A-2 thereto and Exhibit B-1 thereto (incorporated by reference to Exhibits 10.11, 10.11 1, 10.11 2 and 10.11 3 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232) filed with the SEC on April 4, 2023)

21* List of subsidiaries

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Clawback Policy

101* XBRL Instance Document – the document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

12 unchanged sentences

BLACKBERRY LIMITED

March 31, 2023 By:

/s/ John Chen

April 4, 2024 By:

/s/ John Giamatteo

John Giamatteo

Chief Executive Officer

3 unchanged sentences

SIGNATURE CAPACITY DATE

/s/ JOHN CHEN

Executive Chairman and Chief Executive Officer (Principal Executive Officer) March 31, 2023

Lead Director March 31, 2023

/s/ PHILIP BRACE

Director April 4, 2024

/s/ MICHAEL DANIELS

Director March 31, 2023

Director April 4, 2024

Michael Daniels

March 31, 2023

Timothy Dattels

/s/ LISA DISBROW

March 31, 2023

April 4, 2024

Director and Chief Executive Officer (Principal Executive Officer)

April 4, 2024

/s/ RICHARD LYNCH

March 31, 2023

Chair and Director

April 4, 2024

Richard Lynch

/s/ LAURIE SMALDONE ALSUP

March 31, 2023

April 4, 2024

Laurie Smaldone Alsup

/s/ WAYNE WOUTERS

Director March 31, 2023

Director April 4, 2024

Wayne Wouters

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.