What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-02 compared with 2024-04-04 · 59 added, 50 removed, 167 unchanged (39% of the section changed)

17 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework (2013).

Based on this assessment, management concludes that, as of February 29, 2024, the Company’s internal control over financial reporting was effective.

Based on this assessment, management concluded that, as of February 28, 2025, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of February 28, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

3 unchanged sentences

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.

During the three months ended February 28, 2025, none of the Company’s officers or directors adopted or terminated trading arrangements for the sale of the Company’s common shares.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

A list of our executive officers appears in Part I, Item 1 to this Annual Report on Form 10-K.

The information required by this item will be included in our 2024 Proxy Statement, which will be filed with the SEC within 120 days after the end of our fiscal year ended February 29, 2024, and is incorporated herein by reference.

A list of the Company’s executive officers appears in Part I, Item 1 to this Annual Report on Form 10-K.

The information required by this item will be included in the Company’s 2025 Proxy Statement, which will be filed with the SEC within 120 days after the end of the Company’s fiscal year ended February 28, 2025, and is incorporated herein by reference.

Audit and Risk Management Committee

3 unchanged sentences

Applicable securities laws require that, subject to certain exceptions, all members of the Audit and Risk Management Committee be “independent” under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators - Audit Committees and the rules and regulations of the NYSE, and “financially literate”, meaning that the committee member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to those issues reasonably expected to be raised by the Company’s financial statements.

Disbrow (Chair), Ms., Dr.

Smaldone Alsup and Mr.

Disbrow (Chair), Ms.

O’Neill and Mr.

Wouters are the members of the Audit and Risk Management Committee, and each is an independent director of the Company and financially literate, based on his or her education and experience as described below.

11 unchanged sentences

Air Force and was the Senate-confirmed chief financial officer of the Air Force, as the Assistant Secretary for Financial Management and Comptroller.

Laurie Smaldone Alsup – Dr.

Smaldone Alsup has an MD from Yale University, where she completed her residency in Internal Medicine and fellowship in Medical Oncology.

She is Chief Scientific Officer and Chief Medical Officer of NDA Group AB (which merged in 2016 with PharmApprove, where Dr.

Smaldone Alsup was President and Chief Scientific Officer), a leading drug development consulting company.

She was previously Chief Executive Officer of Phytomedics, an early-stage biopharmaceutical company focused on arthritis and inflammation, prior to which she held clinical and regulatory leadership roles at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science, where she also developed and led Business Risk Management for the company.

Smaldone Alsup is a director of Arvinas, Inc., Kinnate Biopharma Inc.

and Theravance Biopharma, Inc.

Lori O’Neill – Ms.

O’Neill has a BComm (Honours) from Carleton University and is a holder of the CPA, CA designation, the U.S.

CPA designation and the ICD.D designation from the Institute of Corporate Directors.

O’Neill is a FCPA, FCA, corporate director and independent financial consultant and currently serves on the boards of Constellation Software Inc.

and Calian Group Ltd.

She has served as a director of numerous public and private technology companies, Crown corporations and non-profit organizations.

Previously, Ms.

O’Neill was a leader in the Canadian national technology, media and communications audit practice at Deloitte LLP, where she served for 24 years.

Wayne Wouters – Mr.

4 unchanged sentences

Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service.

He is currently Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Champion Iron Limited, Canadian Utilities Limited and Foran Mining Corporation.

He is a Strategic and Policy Advisor to McCarthy Tétrault LLP and a director of Canadian Utilities Limited and Foran Mining Corporation, and a former director of Champion Iron Limited.

He was inducted by the Prime Minister as a member of the Privy Council in 2014 and was he was invested into the Order of Canada as an officer in 2017.

has extensive experience with economic policy and international trade matters, which included oversight of multi-billion dollar budgets on behalf of the Government of Canada.

The Board has also determined that Ms.

Disbrow is an audit committee financial expert within the meaning of General Instruction B(8)(a) of Form 10-K under the U.S.

Wouters has extensive experience with economic policy and international trade matters, which included oversight of multi-billion dollar budgets on behalf of the Government of Canada.

The Board has also determined that each of Ms.

Disbrow and Ms.

O’Neill is an audit committee financial expert within the meaning of General Instruction B(8)(a) of Form 10-K under the U.S.

Securities Exchange Act of 1934, as amended.

20 unchanged sentences

Risk Governance and Oversight

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 group.

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

• The first line of defence 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.

• Oversight of business unit management is provided by the second line of defense, the Security Risk and Compliance Committee (“SRCC”), which meets at least quarterly and is supported by various compliance, security and control functions.

• Oversight of business unit management is provided by the second line of defence, the Security Risk and Compliance Committee (“SRCC”), which meets at least quarterly and is supported by various compliance, security and control functions.

The SRCC is composed of manager representatives from each major business group and provides strategic direction by defining key policies, identifying emerging risk trends, and sponsoring training.

• The internal audit function comprises the third line of defense, providing independent assurance of the effectiveness of the Company’s risk management activities and internal controls related to (i) financial reporting and integrity and (ii) other areas of risk as assigned by the Audit and Risk Management Committee from time to time, including cybersecurity risk.

The internal audit function may also review the governance structures and mandates of the first two lines of defense.

• The internal audit function comprises the third line of defence, providing independent assurance of the effectiveness of the Company’s risk management activities and internal controls related to (i) financial reporting and integrity and (ii) other areas of risk as assigned by the Audit and Risk Management Committee from time to time, including cybersecurity risk.

The internal audit function may also review the governance structures and mandates of the first two lines of defence.

Additional governance and oversight is provided by the Risk Management and Compliance Council (“RMCC”), a council of internal senior leaders which oversee the risk management activities undertaken by business group management and the SRCC.

The RMCC reviews the Company’s risk dashboard and monitors remediation activities to address gaps.

The RMCC also

approves the risk appetite statement and promotes a culture of risk management and compliance across the Company.

The RMCC also approves the risk appetite statement and promotes a culture of risk management and compliance across the Company.

The RMCC meets at least quarterly with the Chief Risk Officer serving as the Chair.

Phil Kurtz, the Company’s Chief Legal Officer and Corporate Secretary, serves as the Chief Risk Officer and reports to the Audit and Risk Management Committee, at least quarterly, on the activities of the RMCC.

Phil Kurtz, the Company’s Chief Legal

Officer and Corporate Secretary, serves as the Chief Risk Officer and reports to the Audit and Risk Management Committee, at least quarterly, on the activities of the RMCC.

The Board is ultimately responsible for overseeing the Company’s risk identification, assessment, management, monitoring and reporting activities.

15 unchanged sentences

Phil Kurtz, the Company’s Chief Legal Officer and Corporate Secretary, reports to the Audit and Risk Management Committee at least quarterly on compliance matters in his capacity as Chair of the RMCC.

The Code is available on the Company’s website at https://www.blackberry.com/us/en/company/corporate-responsibility, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.

The Code is available on the Company’s website at https://investors.blackberry.com/governance-documents, or upon request to the Corporate Secretary of the Company at its executive office, 2200 University Avenue East, Waterloo, Ontario, N2K 0A7.

If the Company makes any substantive amendments to the Code or grants any waiver, including any implicit waiver, from a provision of the Code to the Chief Executive Officer or Chief Financial Officer, the Company will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

1 unchanged sentence

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

14 unchanged sentences

4.3 Indenture dated January 29, 2024 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by the Company on January 29, 2024)

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

4.4 Form of 3.00% Convertible Senior Note due February 15, 2029 (included in Exhibit 4.3)

10.1 Amended and Restated BlackBerry Limited Equity Incentive Plan (incorporated by reference to Exhibit 1 0 .

1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232 ), filed with the SEC on April 4 , 202 4 )

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 (included in Exhibit 10.1)

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

10.3 Form of restricted share unit agreement (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 4, 2024)

10.4 Form of performance based restricted share unit agreement (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 4, 2024)

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.

1 unchanged sentence

10.6*† Employment agreement with John J.

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

Giamatteo, dated December 8, 2023 (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, 2023) and amended change in control pro vision letter, dated August 21 , 2024

10.7*† Employment agreement with Tim Foote, dated July 2 6 , 20 24 (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 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

001-38232), filed with the SEC on July 29 , 202 4 ) and amended change in control provision letter, dated September 6, 2024

10.8*† 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) and amended change in control provision letter, dated September 6, 2024

10.9*† Employment agreement with Phil Kurtz , dated June 27 , 202 2 ( incorporated by reference to Exhibit 10.

9 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 4, 2024) and amended change in control provision letter, dated September 6, 2024

10.10*† Employment agreement with Jennifer Armstrong-Owen, dated January 8, 2024 and amended change in control provision letter, dated September 6, 2024

10.11 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)

10.12 Equity and Asset Purchase Agreement, dated December 15, 2024, by and among BlackBerry Limited, BlackBerry UK Limited, Arctic Wolf Networks, Inc.

and Arctic Wolf Networks International, Inc., together with exhibits and schedules thereto (certain schedules and information within exhibits and schedules omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b(2)(ii)) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on December 20, 2024)

10.13*† Employment separation agreement with Marjorie Dickman, dated February 28, 2025

19* Insider Trading Policy

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

97.1 Clawback Policy (incorporated by reference to Exhibit 97 .1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 4, 2024)

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

16 unchanged sentences

Chief Executive Officer

/s/ Steve Rai

/s/ Tim Foote

Chief Financial Officer (Principal Financial and Accounting Officer)

2 unchanged sentences

/s/ PHILIP BRACE

Director April 4, 2024

/s/ MICHAEL DANIELS

Chair and Director April 2, 2025

/s/ LISA BAHASH

Director April 2, 2025

Michael Daniels

/s/ LISA DISBROW

3 unchanged sentences

/s/ RICHARD LYNCH

Chair and Director

April 2, 2025

Richard Lynch

/s/ LAURIE SMALDONE ALSUP

/s/ LORI O’NEILL

April 2, 2025

Laurie Smaldone Alsup

/s/ WAYNE WOUTERS

2 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures