Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of BlackBerry Limited for the three and nine months ended November 30, 2025, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s audited consolidated financial statements and accompanying notes and MD&A for the fiscal year ended February 28, 2025 (the “Annual MD&A”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (the “Annual Report”). The Consolidated Financial Statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All financial information in this MD&A is presented in U.S. dollars, unless otherwise indicated.
Additional information about the Company, which is included in the Company’s Annual Report, can be found on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements relating to:
• the Company’s plans, strategies and objectives, including its intentions to increase and enhance its product and service offerings, and patent new innovations;
• the Company’s expectations with respect to its total and segment revenue and adjusted EBITDA, adjusted Corporate operating costs, non-GAAP EPS and operating cash flow in the fourth quarter of fiscal 2026 and for fiscal 2026 as a whole;
• the Company’s estimates of purchase obligations and other contractual commitments; and
• the Company’s expectations with respect to the sufficiency of its financial resources.
The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “could”, “intend”, “believe”, “target”, “plan” and similar expressions are intended to identify forward-looking statements in this MD&A, including in the sections entitled “Business Overview”, “Business Overview - Products and Services”, “Results of Operations - Three months ended November 30, 2025 compared to the three months ended November 30, 2024 - Revenue - Revenue by Segment”, “Results of Operations - Three months ended November 30, 2025 compared to the three months ended November 30, 2024 - Revenue - Adjusted Gross Margin and Adjusted EBITDA by Segment”, “Results of Operations - Three months ended November 30, 2025 compared to the three months ended November 30, 2024 - Revenue - Operating Expenses - Adjusted Operating Expenses” , “Results of Operations - Three months ended November 30, 2025 compared to the three months ended November 30, 2024 - Net Income (Loss)” and “Financial Condition - Contractual and Other Obligations”. F orward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances, including but not limited to, the Company’s expectations regarding its business, strategy, opportunities and prospects, the launch of new products and services, general economic conditions, competition, and the Company’s expectations regarding its financial performance. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk factors discussed in Part I, Item 1A “Risk Factors” in the Annual Report.
All of these factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. Any statements that are forward-looking statements are intended to enable the Company’s shareholders to view the anticipated performance and prospects of the Company from management’s perspective at the time such statements are made, and they are subject to the risks that are inherent in all forward-looking statements, as described above, as well as difficulties in forecasting the Company’s financial results and performance for future periods, particularly over longer periods, given changes in technology and the Company’s business strategy, evolving industry standards, intense competition and short product life cycles that characterize the industries in which the Company operates. See the “Strategy” subsection in Part I, Item 1 “Business” of the Annual Report.
The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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Business Overview
Founded in 1984, BlackBerry Limited (the “Company”) is a leading provider of intelligent software and services to enterprises, governments and leading OEMs around the world. Its products enable more than 275 million vehicles and secure 17 of the G20 governments. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
Based in Waterloo, Ontario, the Company has two core divisions, each addressing large and growing market opportunities.
The Company’s QNX division is a leader in embedded software where the Company believes it is the world’s leading automotive foundational software vendor. Its customers include leading automotive OEMs and Tier 1 suppliers that use its products in vehicles, as well as manufacturers in other markets where high-performance, safety-critical foundational embedded software platforms and solutions are important, such as robotics, medical devices, industrial automation solutions and other mission-critical applications (collectively, the general embedded market or “GEM”). QNX is a vendor to the top 10 automotive OEMs, top 7 Tier 1 suppliers, 24 of the 25 top EV OEMs, and 9 of the 10 top medical OEMs.
The Company’s Secure Communications division delivers operational resiliency with a comprehensive, highly secure, and extensively certified product portfolio for mobile fortification, mission-critical communications and critical event management. Secure Communications focuses on the government sector and on strategic industries with vertical-specific use cases, including regulated enterprise markets such as financial services.
Products and Services
The Company has a rich pedigree in innovation and has developed a range of products and services that assist customers in addressing their needs as their industries evolve, which are structured in three divisions: QNX, Secure Communications and Licensing.
QNX
The QNX division consists of the QNX® business (“ QNX”) , BlackBerry Radar® and BlackBerry® Certicom®.
With 45 years of embedded software expertise and a rich intellectual property portfolio, QNX is an industry leader whose high-performance foundational software enables major automakers and industrial giants alike to unlock transformative applications, drive new revenue streams and launch innovative business models, all without sacrificing safety, security and reliability. QNX is a trusted supplier of operating systems, hypervisors, frameworks and development tools that help reduce hardware dependency while enabling new possibilities in high-performance compute, standards-based virtualization technologies, and cloud enablement.
QNX offers a growing portfolio of safety-certified, secure and reliable platform solutions and is focused on achieving design wins with automotive OEMs, Tier 1 vendors and automotive semiconductor suppliers. These solutions include the QNX® real-time operating system, QNX® Hypervisor for Safety and QNX® Software Development Platform (SDP), as well as other products designed to alleviate the challenges of compliance with ISO 26262, the automotive industry’s functional safety standard. The QNX® pre-certified microkernel operating system is specifically tailored for safety-critical embedded systems and toolchains that are pre-qualified for building these systems. The QNX Hypervisor for Safety protects safety systems from potential impact of malfunction in other systems. These products help drive a faster time to market and also reduce developer friction. In fiscal 2026, QNX ’s priorities in the automotive space include promoting increased adoption of its recently-released QNX SDP 8.0 and also working with partners to develop a vehicle platform featuring pre-integrated middleware solutions with a view to capturing a larger share of the automotive software stack and increasing future royalties per vehicle.
QNX is also a preferred supplier of embedded systems for companies in the GEM space. QNX collaborates closely with customers to understand their specific requirements and more quickly and effectively develop solutions to meet their evolving needs. The Company is investing in initiatives to increase the revenue that it derives from GEM opportunities.
BlackBerry Radar is a family of asset monitoring and telematics solutions for the transportation and logistics industry. The BlackBerry Radar solution includes devices and secure cloud-based dashboards for tracking containers, trailers, chassis, flatbeds and heavy machinery, for reporting locations and sensor data, and for enabling custom alerts and fleet management analytics.
BlackBerry Certicom leverages patented elliptic curve cryptography to provide device security, anti-counterfeiting and product authentication solutions to protect vehicles, critical infrastructure and IoT deployments from product counterfeiting, re-manufacturing and unauthorized network access.
The QNX division also provides engineering consulting services, including services to assist OEM customers to bring their products to market on time, as well as services to ensure compliance with relevant functional safety standards.
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Secure Communications
The Secure Communications division consists of BlackBerry UEM solutions, BlackBerry® SecuSUITE® and BlackBerry® AtHoc®.
The Company’s endpoint management offerings include BlackBerry® UEM, BlackBerry® Dynamics™, BlackBerry® Workspaces, and BlackBerry Messenger (BBM®) Enterprise. BlackBerry UEM employs a containerized approach to manage and secure devices, third party and custom applications, identity, content and endpoints across all leading operating systems, as well as providing regulatory compliance tools. BlackBerry Dynamics offers a best-in-class development platform and secure container for mobile applications, including the Company’s own enterprise applications such as BlackBerry® Work and BlackBerry® Connect for secure collaboration. BlackBerry Workspaces is a secure Enterprise File Sync and Share (EFSS) solution. BBM Enterprise is an enterprise-grade secure instant messaging solution for messaging, voice and video.
BlackBerry SecuSUITE is a certified, multi-OS voice and data solution with advanced encryption, anti-eavesdropping and continuous authentication capabilities, providing a maximum level of security on conventional mobile devices for governments and businesses.
As a critical event management and crisis communications platform, BlackBerry AtHoc unifies communications during emergencies, providing secure, two-way messaging and incident response tools. The platform, which is FedRAMP High authorized for highly secure government communications, combines secure mass notification capabilities with the ability to coordinate emergency response across multiple public and private organizations.
The Secure Communications division also provides enterprise consulting services, including platform-agnostic strategies to address mobility-based challenges, providing expert deployment support, end-to-end delivery (from system design to user training), application consulting, and experienced project management.
Licensing
The Licensing division is responsible for the management and monetization of the Company’s global patent portfolio. The patent portfolio continues to provide a competitive advantage in the Company’s core product areas as well as providing leverage in the development of future technologies and licensing programs in both core and adjacent vertical markets. The Company owns rights to an array of patented and patent pending technologies which include, but are not limited to, operating systems, networking infrastructure, acoustics, messaging, enterprise software, automotive subsystems, cybersecurity, cryptography and wireless communications.
Recent Developments
The Company has continued to execute on its strategy in fiscal 2026 and announced the following significant achievements during and subsequent to the most recent quarter:
Products and Innovation:
• QNX announced that more than 275 million vehicles on the road are being powered by QNX’s embedded technology; and
• BlackBerry announced the expansion of BlackBerry® SecuSUITE® to Windows devices, extending sovereign-grade protection across the digital workplace.
Customers and Partners:
• QNX announced that a leading Chinese automaker selected QNX® Sound for their luxury EV lineup ;
• BlackBerry and Universiti Kebangsaan Malaysia announced a strategic partnership to advance Malaysia's future cyber-defenders and embedded software talent; and
• Malaysia expanded the deployment of BlackBerry Secure Communications software for the 46th and 47th ASEAN Summits.
Environmental, Sustainability and Corporate Governance:
• BlackBerry appointed John Wall as President of QNX Division.
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Third Quarter Fiscal 2026 Summary Results of Operations
The following table sets forth certain consolidated statements of operations data for the quarter ended November 30, 2025 compared to the quarter ended November 30, 2024 under U.S. GAAP:
For the Three Months Ended
(in millions, except for share and per share amounts)
November 30, 2025 November 30, 2024 Change
Revenue $ 141.8 $ 143.6 $ (1.8)
Gross margin 109.9 112.2 (2.3)
Operating expenses 98.0 92.7 5.3
Investment income (loss), net 2.9 (0.6) 3.5
Income before income taxes 14.8 18.9 (4.1)
Provision for income taxes 1.1 6.6 (5.5)
Income from continuing operations 13.7 12.3 1.4
Loss from discontinued operations (1)
— (22.8) 22.8
Net income (loss) $ 13.7 $ (10.5) $ 24.2
Earnings (loss) per share - reported
Basic $ 0.02 $ (0.02)
Diluted $ 0.02 $ (0.02)
Weighted-average number of shares outstanding (000’s)
Basic 590,892 591,240
Diluted (2)
596,303 593,530
______________________________
(1) Prior to the third quarter of fiscal 2025, the Company’s Secure Communications segment included the Company’s Cylance® cybersecurity solutions business and was reported as the Cybersecurity segment. As a result of the Cylance sale in the fourth quarter of fiscal 2025, Cylance is no longer reported alongside UEM, SecuSuite and AtHoc as the Cybersecurity segment, and those three businesses are now reported separately from Cylance as the Secure Communications segment. The financial results of Cylance are presented as “loss from discontinued operations, net of tax” in the Consolidated Statements of Operations and have been removed from the presentation of results from continuing operations. Prior period comparatives have been recast to reflect this change.
(2) Diluted earnings (loss) per share on a U.S. GAAP basis for the third quarter of fiscal 2026 and fiscal 2025 does not include the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), as to do so would be anti-dilutive. See Note 8 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.
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The following tables show information by operating segments for the three and nine months ended November 30, 2025 and November 30, 2024. The Company reports segment information in accordance with U.S. GAAP, pursuant to the Financial Accounting Standards Board’s Accounting Standard Codification Topic 280, Segment Reporting, based on the “management” approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance of the Company’s reportable operating segments. The measure of segment profit or loss disclosed by the Company in the Consolidated Financial Statements under the “management” approach in reviewing the results of the Company’s operating segments is segment adjusted gross margin. Additionally, the following tables include the additional measures of segment profit or loss used by the CODM which is segment adjusted EBITDA, a non-GAAP financial measure, which excludes amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived asset impairment. See Note 11 to the Consolidated Financial Statements for a description of the Company’s operating segments.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, Change November 30, Change November 30, Change
2025 2024 2025 2024 2025 2024
Segment revenue $ 68.7 $ 62.3 $ 6.4 $ 67.0 $ 74.6 $ (7.6) $ 6.1 $ 6.7 $ (0.6)
Segment cost of sales 11.3 8.9 2.4 18.6 20.3 (1.7) 1.5 1.5 —
Segment adjusted gross margin $ 57.4 $ 53.4 $ 4.0 $ 48.4 $ 54.3 $ (5.9) $ 4.6 $ 5.2 $ (0.6)
Segment research and development 16.9 15.7 1.2 11.4 11.1 0.3 — — —
Segment sales and marketing 15.2 11.6 3.6 12.4 11.1 1.3 — — —
Segment general and administrative 9.6 8.8 0.8 7.9 10.4 (2.5) 1.5 1.8 (0.3)
Less amortization included in the above 0.7 0.6 0.1 0.6 0.8 (0.2) 2.2 2.3 (0.1)
Segment adjusted EBITDA (1)
$ 16.4 $ 17.9 $ (1.5) $ 17.3 $ 22.5 $ (5.2) $ 5.3 $ 5.7 $ (0.4)
For the Nine Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, Change November 30, Change November 30, Change
2025 2024 2025 2024 2025 2024
Segment revenue $ 189.3 $ 170.2 $ 19.1 $ 186.4 $ 205.3 $ (18.9) $ 17.4 $ 17.7 $ (0.3)
Segment cost of sales 33.2 27.7 5.5 56.9 68.2 (11.3) 4.6 4.5 0.1
Segment adjusted gross margin $ 156.1 $ 142.5 $ 13.6 $ 129.5 $ 137.1 $ (7.6) $ 12.8 $ 13.2 $ (0.4)
Segment research and development 42.5 46.8 (4.3) 33.8 35.1 (1.3) — — —
Segment sales and marketing 39.3 32.1 7.2 38.1 34.4 3.7 — — —
Segment general and administrative 26.7 25.4 1.3 22.7 30.5 (7.8) 4.7 5.6 (0.9)
Less amortization included in the above 2.0 1.7 0.3 1.7 2.6 (0.9) 6.6 6.8 (0.2)
Segment adjusted EBITDA (1)
$ 49.6 $ 39.9 $ 9.7 $ 36.6 $ 39.7 $ (3.1) $ 14.7 $ 14.4 $ 0.3
______________________________
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(1) The CODM also reviews segment information on an adjusted EBITDA basis, which excludes certain amounts as described below:
Restructuring charges - Restructuring charges relate to employee termination benefits, facilities, streamlining many of the Company’s centralized corporate functions into Secure Communications and QNX specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions and do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
Stock compensation expenses - Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
Long-lived asset impairment charge - Long-lived asset impairment charges do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
Financial Highlights
The Company h ad $377.5 million in cash, cash equivalents and investments as of November 30, 2025 (February 28, 2025 - $410.3 million).
In the third quarter of fiscal 2026, the Company recognized revenue of $141.8 million and net income of $13.7 million, or $0.02 basic and diluted earnings per share, on a U.S. GAAP basis (third quarter of fiscal 2025 - revenue of $143.6 million and net loss of $10.5 million, or $0.02 basic and diluted loss per share).
The Company recognized adjusted net income of $26.8 million, and adjusted earnings of $0.05 per share, on a non-GAAP basis in the third quarter of fiscal 2026 (third quarter of fiscal 2025 - adjusted net income of $11.7 million, and adjusted earnings of $0.02 per share). See “Non-GAAP Financial Measures” below.
Non-GAAP Financial Measures
The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, and information contained in this MD&A is presented on that basis. On December 18, 2025, the Company announced financial results for the three and nine months ended November 30, 2025, which included certain non-GAAP financial measures and non-GAAP ratios, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted Corporate operating costs, adjusted Corporate operating costs excluding amortization, adjusted net income (loss), adjusted earnings (loss) per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income, adjusted EBITDA, segment adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage and free cash flow (usage).
In the Company’s internal reports, management evaluates the performance of the Company’s business on a non-GAAP basis by excluding the impact of certain items below from the Company’s U.S. GAAP financial results. The Company believes that these non-GAAP financial measures and non-GAAP ratios provide management, as well as readers of the Company’s financial statements, with a consistent basis for comparison across accounting periods and are useful in helping management and readers understand the Company’s operating results and underlying operational trends. Non-GAAP financial measures and non-GAAP ratios exclude certain amounts as described below:
• Restructuring charges . The Company believes that restructuring charges relating to employee termination benefits, exiting facilities, streamlining many of the Company’s centralized corporate functions into QNX and Secure Communications specific teams, and other costs pursuant to programs to reduce the Company’s annual expenses amongst R&D, infrastructure and other functions do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
• Stock compensation expenses . Equity compensation is a non-cash expense and does not impact the ongoing operating decisions taken by the Company’s management.
• Amortization of acquired intangible assets. When the Company acquires intangible assets through business combinations, the assets are recorded as part of purchase accounting and contribute to revenue generation. Such acquired intangible assets depreciate over time and the related amortization will recur in future periods until the assets have been fully amortized. This is not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
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• Long-lived asset impairment charge. The Company believes that long-lived asset impairment charges do not reflect expected future operating expenses, are not indicative of the Company’s core operating performance, and may not be meaningful when comparing the Company’s operating performance against that of prior periods.
On a U.S. GAAP basis, the impacts of these items are reflected in the Company’s income statement. However, the Company believes that the provision of supplemental non-GAAP measures allows investors to evaluate the financial performance of the Company’s business using the same evaluation measures that management uses, and is therefore a useful indication of the Company’s performance or expected performance of future operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary non-GAAP financial measures that exclude certain items from the presentation of its financial results.
Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the three months ended November 30, 2025 and November 30, 2024
Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expense, adjusted Corporate operating costs, adjusted Corporate operating costs excluding amortization, adjusted net income (loss), adjusted earnings (loss) per share, adjusted research and development expense, adjusted sales and marketing expense, adjusted general and administrative expense, adjusted amortization expense, adjusted operating income, adjusted EBITDA, segment adjusted EBITDA, adjusted operating income margin percentage, adjusted EBITDA margin percentage and free cash flow (usage) and similar measures do not have any standardized meaning prescribed by U.S. GAAP and are therefore unlikely to be comparable to similarly titled measures reported by other companies. These non-GAAP financial measures should be considered in the context of the U.S. GAAP results, which are described in this MD&A and presented in the Consolidated Financial Statements.
A reconciliation of the most directly comparable U.S. GAAP financial measures for the three months ended November 30, 2025 and November 30, 2024 to adjusted financial measures is reflected in the table below:
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024
Gross margin $ 109.9 $ 112.2
Stock compensation expense 0.5 0.7
Adjusted gross margin $ 110.4 $ 112.9
Gross margin % 77.5 % 78.1 %
Stock compensation expense 0.4 % 0.5 %
Adjusted gross margin % 77.9 % 78.6 %
Reconciliation of U.S. GAAP operating expense for the thr ee months ended November 30, 2025, August 31, 2025 and November 30, 2024 to adjusted operating expense is reflected in the table below:
For the Three Months Ended (in millions) November 30, 2025 August 31, 2025 November 30, 2024
Operating expense $ 98.0 $ 85.1 $ 92.7
Restructuring charges 6.1 3.4 6.5
Stock compensation expense 5.6 5.3 4.1
Acquired intangibles amortization 0.3 1.1 1.8
LLA impairment charge 0.6 0.5 0.6
Adjusted operating expense $ 85.4 $ 74.8 $ 79.7
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Reconciliation of U.S. GAAP Corporate operating costs for the three months ended November 30, 2025 and November 30, 2024 to adjusted Corporate operating costs excluding amortization is reflected in the table below:
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024
Corporate operating costs
$ 19.3 $ 16.8
Restructuring charges 6.1 6.4
Stock compensation expense 2.1 0.7
LLA impairment charge 0.6 0.5
Adjusted Corporate operating costs 10.5 9.2
Amortization 0.2 0.6
Adjusted Corporate operating costs excluding amortization $ 10.3 $ 8.6
Reconciliation of U.S. GAAP net income (loss) and U.S. GAAP basic earnings (loss) per share for the three months ended November 30, 2025 and November 30, 2024 to adjusted net income and adjusted basic earnings per share is reflected in the table below:
For the Three Months Ended (in millions, except per share amounts) November 30, 2025 November 30, 2024
Basic earnings
per share Basic earnings (loss)
per share
Net income (loss) $ 13.7 $ 0.02 $ (10.5) $ (0.02)
Restructuring charges 6.1 6.5
Stock compensation expense 6.1 6.5
Acquired intangibles amortization 0.3 8.6
LLA impairment charge 0.6 0.6
Adjusted net income $ 26.8 $ 0.05 $ 11.7 $ 0.02
Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended November 30, 2025 and November 30, 2024 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024
Research and development $ 29.6 $ 27.9
Stock compensation expense 1.4 1.1
Adjusted research and development expense $ 28.2 $ 26.8
Sales and marketing $ 29.3 $ 23.4
Stock compensation expense 1.2 0.6
Adjusted sales and marketing expense $ 28.1 $ 22.8
General and administrative $ 36.1 $ 36.4
Restructuring charges 6.1 6.5
Stock compensation expense 3.0 2.4
Adjusted general and administrative expense $ 27.0 $ 27.5
Amortization $ 2.4 $ 4.4
Acquired intangibles amortization 0.3 1.8
Adjusted amortization expense $ 2.1 $ 2.6
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Adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended November 30, 2025 and November 30, 2024 are reflected in the table below. These are non-GAAP financial measures and non-GAAP ratios that do not have any standardized meaning as prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024
Operating income $ 11.9 $ 19.5
Non-GAAP adjustments to operating income
Restructuring charges 6.1 6.5
Stock compensation expense 6.1 4.8
Acquired intangibles amortization 0.3 1.8
LLA impairment charge 0.6 0.6
Total non-GAAP adjustments to operating income 13.1 13.7
Adjusted operating income 25.0 33.2
Amortization 4.0 6.1
Acquired intangibles amortization (0.3) (1.8)
Adjusted EBITDA $ 28.7 $ 37.5
Revenue $ 141.8 $ 143.6
Adjusted operating income margin % (1)
18% 23%
Adjusted EBITDA margin % (2)
20% 26%
______________________________
(1) Adjusted operating income margin % is calculated by dividing adjusted operating income by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.
The CODM also uses the segment metric of segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, stock compensation expenses, long-lived asset impairment and restructuring charges. The following table reconciles the U.S. GAAP measures of segment adjusted gross margin to segment adjusted EBITDA for the three months ended November 30, 2025 and November 30, 2024.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, November 30, November 30,
2025 2024 2025 2024 2025 2024
Segment adjusted gross margin $ 57.4 $ 53.4 $ 48.4 $ 54.3 $ 4.6 $ 5.2
Segment research and development 16.9 15.7 11.4 11.1 — —
Segment sales and marketing 15.2 11.6 12.4 11.1 — —
Segment general and administrative 9.6 8.8 7.9 10.4 1.5 1.8
Less amortization included in the above 0.7 0.6 0.6 0.8 2.2 2.3
Segment adjusted EBITDA $ 16.4 $ 17.9 $ 17.3 $ 22.5 $ 5.3 $ 5.7
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Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the nine months ended November 30, 2025 and November 30, 2024.
A reconciliation of the most directly comparable U.S. GAAP financial measures for the nine months ended November 30, 2025 and November 30, 2024 to adjusted financial measures is reflected in the table below:
For the Nine Months Ended (in millions) November 30, 2025 November 30, 2024
Gross margin $ 296.8 $ 290.8
Stock compensation expense 1.6 2.0
Adjusted gross margin $ 298.4 $ 292.8
Gross margin % 75.5 % 74.0 %
Stock compensation expense 0.4 % 0.5 %
Adjusted gross margin % 75.9 % 74.5 %
Reconciliation of U.S. GAAP operating expense for the nine months ended November 30, 2025 and November 30, 2024 to adjusted operating expense is reflected in the table below:
For the Nine Months Ended (in millions) November 30, 2025 November 30, 2024
Operating expense $ 271.4 $ 282.0
Restructuring charges 12.4 14.7
Stock compensation expense 16.1 14.3
Acquired intangibles amortization 3.1 5.3
LLA impairment charge 1.2 4.7
Adjusted operating expense $ 238.6 $ 243.0
Reconciliation of U.S. GAAP Corporate operating costs for the nine months ended November 30, 2025 and November 30, 2024 to adjusted Corporate operating costs excluding amortization is reflected in the table below:
For the Nine Months Ended (in millions) November 30, 2025 November 30, 2024
Corporate operating costs
$ 50.5 $ 55.4
Restructuring charges 12.4 14.7
Stock compensation expense 6.1 3.0
LLA impairment charge 1.2 4.6
Adjusted Corporate operating costs 30.8 33.1
Amortization 0.9 2.2
Adjusted Corporate operating costs excluding amortization $ 29.9 $ 30.9
Reconciliation of U.S. GAAP net income (loss) and U.S. GAAP basic earnings (loss) per share for the nine months ended November 30, 2025 and November 30, 2024 to the adjusted net income (loss) and adjusted basic earnings (loss) per share is reflected in the table below:
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For the Nine Months Ended (in millions, except per share amounts) November 30, 2025 November 30, 2024
Basic earnings per share Basic loss per share
Net income (loss) $ 28.9 $ 0.05 $ (71.6) $ (0.12)
Restructuring charges 12.4 14.7
Stock compensation expense 17.7 21.3
Acquired intangibles amortization 3.1 25.7
LLA impairment charge 1.2 4.7
Adjusted net income (loss) $ 63.3 $ 0.11 $ (5.2) $ (0.01)
Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the nine months ended November 30, 2025 and November 30, 2024 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below:
For the Nine Months Ended (in millions) November 30, 2025 November 30, 2024
Research and development $ 80.2 $ 85.6
Stock compensation expense 4.1 4.1
Adjusted research and development expense $ 76.1 $ 81.5
Sales and marketing $ 82.4 $ 68.5
Stock compensation expense 3.9 2.1
Adjusted sales and marketing expense $ 78.5 $ 66.4
General and administrative $ 98.1 $ 109.5
Restructuring charges 12.4 14.7
Stock compensation expense 8.1 8.1
Adjusted general and administrative expense $ 77.6 $ 86.7
Amortization $ 9.5 $ 13.7
Acquired intangibles amortization 3.1 5.3
Adjusted amortization expense $ 6.4 $ 8.4
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Adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the nine months ended November 30, 2025 and November 30, 2024 are reflected in the table below. These are non-GAAP financial measures and non-GAAP ratios that do not have any standardized meaning as prescribed by U.S. GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
For the Nine Months Ended (in millions) November 30, 2025 November 30, 2024
Operating income $ 25.4 $ 8.8
Non-GAAP adjustments to operating income
Restructuring charges 12.4 14.7
Stock compensation expense 17.7 16.3
Acquired intangibles amortization 3.1 5.3
LLA impairment charge 1.2 4.7
Total non-GAAP adjustments to operating income 34.4 41.0
Adjusted operating income 59.8 49.8
Amortization 14.3 18.6
Acquired intangibles amortization (3.1) (5.3)
Adjusted EBITDA $ 71.0 $ 63.1
Revenue $ 393.1 $ 393.2
Adjusted operating income margin % (1)
15 % 13 %
Adjusted EBITDA margin % (2)
18 % 16 %
______________________________
(1) Adjusted operating income margin % is calculated by dividing adjusted operating income by revenue.
(2) Adjusted EBITDA margin % is calculated by dividing adjusted EBITDA by revenue.
The CODM also uses the segment metric of segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, stock compensation expenses, long-lived asset impairment and restructuring charges. The following table reconciles the U.S. GAAP measures of segment adjusted gross margin to segment adjusted EBITDA for the nine months ended November 30, 2025 and November 30, 2024.
For the Nine Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, November 30, November 30,
2025 2024 2025 2024 2025 2024
Segment adjusted gross margin $ 156.1 $ 142.5 $ 129.5 $ 137.1 $ 12.8 $ 13.2
Segment research and development 42.5 46.8 33.8 35.1 — —
Segment sales and marketing 39.3 32.1 38.1 34.4 — —
Segment general and administrative 26.7 25.4 22.7 30.5 4.7 5.6
Less amortization included in the above 2.0 1.7 1.7 2.6 6.6 6.8
Segment adjusted EBITDA $ 49.6 $ 39.9 $ 36.6 $ 39.7 $ 14.7 $ 14.4
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The Company uses free cash flow (usage) when assessing its sources of liquidity, capital resources, and quality of earnings. The Company believes that free cash flow (usage) is helpful in understanding the Company’s capital requirements and provides an additional means to reflect the cash flow (usage) trends in the Company’s business.
Reconciliation of U.S. GAAP net cash used in operating activities for the three and nine months ended November 30, 2025 and November 30, 2024 to free cash flow (usage) is reflected in the table below:
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024
Net cash provided by operating activities $ 17.9 $ 5.8
Acquisition of property, plant and equipment (0.9) (0.8)
Free cash flow $ 17.0 $ 5.0
For the Nine Months Ended November 30, 2025 November 30, 2024
Net cash provided by (used in) operating activities $ 4.2 $ (25.1)
Acquisition of property, plant and equipment (2.6) (2.7)
Free cash flow (usage) $ 1.6 $ (27.8)
Key Metrics
The Company regularly monitors a number of financial and operating metrics, including the following key metrics, in order to measure the Company’s current performance and estimated future performance. Readers are cautioned that Secure Communications annual recurring revenue (“ARR”) and Secure Communications dollar-based net retention rate (“DBNRR”) do not have any standardized meaning and are unlikely to be comparable to similarly titled measures reported by other companies.
Comparative breakdowns of certain key metrics for the three months ended or as at November 30, 2025 and November 30, 2024 are set forth below.
For the Three Months Ended (in millions) November 30, 2025 November 30, 2024 Change
Secure Communications Annual Recurring Revenue
$ 216 $ 215 $ 1
Secure Communications Dollar-Based Net Retention Rate
92 % 95 % (3 %)
Secure Communications Annual Recurring Revenue
The Company defines ARR as the annualized value of all subscription, term, maintenance, services, and royalty contracts that generate recurring revenue as of the end of the reporting period. The Company uses ARR as an indicator of business momentum for the Secure Communications business.
Secure Communications ARR was approximately $216 million as at November 30, 2025 and increased compared to $213 million as at August 31, 2025 and $215 million as at November 30, 2024.
Secure Communications Dollar-Based Net Retention Rate
The Company calculates the Secure Communications DBNRR as of period end by first calculating the Secure Communications ARR from the customer base as at 12 months prior to the current period end (“Prior Period ARR”). The Company then calculates the Secure Communications ARR for the same cohort of customers as at the current period end (“Current Period ARR”). The Company then divides the Current Period ARR by the Prior Period ARR to calculate the DBNRR.
Secure Communications DBNRR was 92% as at November 30, 2025 and decreased compared to 93% as at August 31, 2025 and 95% as at November 30, 2024.
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Results of Operations - Three months ended November 30, 2025 compared to the three months ended November 30, 2024
Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
For the Three Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Revenue by Segment
QNX $ 68.7 $ 62.3 $ 6.4
Secure Communications 67.0 74.6 (7.6)
Licensing 6.1 6.7 (0.6)
$ 141.8 $ 143.6 $ (1.8)
% Revenue by Segment
QNX 48.5 % 43.4 %
Secure Communications 47.2 % 51.9 %
Licensing 4.3 % 4.7 %
100.0 % 100.0 %
QNX
The increase in QNX revenue of $6.4 million was primarily due to an increase of $2.7 million in royalty revenue, an increase of $1.9 million in BlackBerry Radar revenue, an increase of $0.8 million in development seat revenue and an i ncrease of $0.6 million in professional services.
The Company previously stated that it expected QNX revenue to be in the range of $66 million to $70 million in the third quarter of fiscal 2026. QNX revenue in the third quarter of fiscal 2026 was $68.7 million.
The Company expects QNX revenue to be in the range of $71 million to $77 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected QNX revenue to be in the range of $256 million to $270 million in fiscal 2026 as a whole. The Company now expects QNX revenue to be in the range of $260 million to $266 million in fiscal 2026 as a whole.
Secure Communications
The decrease in Secure Communications revenue of $7.6 million was primarily due to a decrease of $11.9 million in Secusmart product revenue, partially offset by an increase of $1.6 million in BlackBerry AtHoc product revenue and an increase of $1.2 million in professional services.
The Company previously stated that it expected Secure Communications revenue to be in the range of $60 million to $64 million in the third quarter of fiscal 2026. Secure Communications revenue in the third quarter of fiscal 2026 was $67.0 million due to better than expected renewals in UEM.
The Company expects Secure Communications revenue to be in the range of $61 million to $65 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected Secure Communications revenue to be in the range of $239 million to $247 million in fiscal 2026 as a whole. The Company now expects Secure Communications revenue to be in the range of $247 million to $251 million in fiscal 2026 as a whole primarily due to stronger than expected performance in the first nine months of fiscal 2026.
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Licensing
The decrease in Licensing revenue of $0.6 million w as primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements.
The Company previously stated that it expected Licensing revenue to be approximately $6 million in each of the four quarters of fiscal 2026. Licensing revenue in the third quarter of fiscal 2026 was $6.1 million.
The Company continues to expect Licensing revenue to be approximately $6 million in the fourth quarter of fiscal 2026.
Total BlackBerry Revenue
The Company previously stated that it expected total BlackBerry revenue to be approximately $132 million to $140 million in the third quarter of fiscal 2026. Total BlackBerry revenue was $141.8 million in the third quarter of fiscal 2026, better than expected due to the reasons noted above in “Revenue by Segment”.
The Company expects total BlackBerry revenue to be in the range of $138 million to $148 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected total BlackBerry revenue to be in the range of $519 million to $541 million in fiscal 2026 as a whole. The Company now expects total BlackBerry revenue to be in the range of $531 million to $541 million in fiscal 2026 as a whole primarily due to stronger than expected performance in the third quarter of fiscal 2026.
Revenue by Geography
Comparative breakdowns of the geographic regions are set forth in the following table:
For the Three Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Revenue by Geography
North America $ 64.5 $ 62.5 $ 2.0
Europe, Middle East and Africa 50.7 53.5 (2.8)
Other regions 26.6 27.6 (1.0)
$ 141.8 $ 143.6 $ (1.8)
% Revenue by Geography
North America 45.5 % 43.5 %
Europe, Middle East and Africa 35.8 % 37.3 %
Other regions 18.7 % 19.2 %
100.0 % 100.0 %
North America Revenue
The increase in North America revenue of $2.0 million was primarily due to an increase of $1.9 million in BlackBerry Radar revenue, an increase of $1.8 million in QNX royalty revenue and an increase of $1.7 million in BlackBerry AtHoc product revenue, partially offset by a decrease of $4.6 million in BlackBerry UEM product revenue.
Europe, Middle East and Africa Revenue
The decrease in Europe, Middle East and Africa revenue of $2.8 million was primarily due to a decrease of $11.5 million relating to Secusmart product revenue, partially offset by an increase of $6.0 million in BlackBerry UEM product revenue, an increase of $1.4 million in QNX development seat revenue and an increase of $1.3 million in QNX royalty revenue.
Other Regions Revenue
The decrease in Other regions revenue of $1.0 million was primarily due to a decrease of $0.9 million in QNX development seat revenue.
Gross Margin
Consolidated Gross Margin
Consolidated gross margin decreased by $2.3 million to $109.9 million in the third quarter of fiscal 2026 (third quarter of fiscal 2025 - $112.2 million). The decrease was primarily due to a decrease in revenue from Secusmart due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in revenue from QNX, as the cost of sales for most software and services products does not significantly fluctuate based on business volume.
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Consolidated Gross Margin Percentage
Consolidated gross margin percentage decreased by 0.6% to 77.5% in the third quarter of fiscal 2026 (third quarter of fiscal 2025 -78.1%). The decrease was primarily due to a change in mix, specifically a lower relative gross margin contribution from Secusmart, partially offset by a higher relative gross margin contribution from QNX.
Adjusted Gross Margin and Adjusted EBITDA by Segment
See “Third Quarter Fiscal 2026 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
For the Three Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, Change November 30, Change November 30, Change
2025 2024 2025 2024 2025 2024
Segment revenue $ 68.7 $ 62.3 $ 6.4 $ 67.0 $ 74.6 $ (7.6) $ 6.1 $ 6.7 $ (0.6)
Segment cost of sales 11.3 8.9 2.4 18.6 20.3 (1.7) 1.5 1.5 —
Segment adjusted gross margin $ 57.4 $ 53.4 $ 4.0 $ 48.4 $ 54.3 $ (5.9) $ 4.6 $ 5.2 $ (0.6)
Segment adjusted gross margin % 84 % 86 % (2 %) 72 % 73 % (1) % 75 % 78 % (2 %)
Segment research and development 16.9 15.7 1.2 11.4 11.1 0.3 — — —
Segment sales and marketing 15.2 11.6 3.6 12.4 11.1 1.3 — — —
Segment general and administrative 9.6 8.8 0.8 7.9 10.4 (2.5) 1.5 1.8 (0.3)
Less amortization included in the above 0.7 0.6 0.1 0.6 0.8 (0.2) 2.2 2.3 (0.1)
Segment adjusted EBITDA $ 16.4 $ 17.9 $ (1.5) $ 17.3 $ 22.5 $ (5.2) $ 5.3 $ 5.7 $ (0.4)
QNX
The increase in QNX adjusted gross margin of $4.0 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in cost of sales related to BlackBerry Radar hardware devices.
The decrease in QNX adjusted gross margin percentage of 2% was primarily due to a change in mix, specifically an increased gross margin contribution from BlackBerry Radar which has a lower relative gross margin percentage.
The decrease in QNX adjusted EBITDA of $1.5 million was primarily due an increase in consulting costs and salaries and benefits expense, partially offset by an increase in QNX revenue due to the reasons discussed above in “Revenue by Segment”.
The Company previously stated that it expected QNX adjusted EBITDA to be in the range of $13 million to $17 million in the third quarter of fiscal 2026. QNX adjusted EBITDA was $16.4 million in the third quarter of fiscal 2026.
The Company expects QNX adjusted EBITDA to be in the range of $17 million to $23 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected QNX adjusted EBITDA to be in the range of $64 million to $73 million in fiscal 2026 as a whole. The Company now expects QNX adjusted EBITDA to be in the range of $67 million to $73 million in fiscal 2026 as a whole.
Secure Communications
The decrease in Secure Communications adjusted gross margin of $5.9 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The decrease in Secure Communications adjusted gross margin percentage of 1% was primarily due to a change in mix, specifically a decrease in gross margin contribution from Secusmart product.
The decrease in Secure Communications adjusted EBITDA of $5.2 million was primarily due to a decrease in revenue due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease in salaries and benefits expense.
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The Company previously stated that it expected Secure Communications adjusted EBITDA to be in the range of $12 million to $16 million in the third quarter of fiscal 2026. Secure Communications adjusted EBITDA was $17.3 million in the third quarter of fiscal 2026 due to better than expected renewals in UEM.
The Company expects Secure Communications adjusted EBITDA to be in the range of $11 million to $15 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected Secure Communications adjusted EBITDA to be in the range of $38 million to $48 million in fiscal 2026 as a whole. The Company now expects Secure Communications adjusted EBITDA to be in the range of $47 million to $51 million in fiscal 2026 as a whole primarily due to a change in revenue mix.
Licensing
The decrease in Licensing adjusted gross margin of $0.6 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The decrease in Licensing adjusted gross margin percentage of 2% was due to the same reasons discussed above.
The decrease in Licensing adjusted EBITDA of $0.4 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The Company previously stated that it expected Licensing adjusted EBITDA to be approximately $5 million in each of the four quarters of fiscal 2026. Licensing adjusted EBITDA was $5.3 million in the third quarter of fiscal 2026.
The Company continues to expect Licensing adjusted EBITDA to be approximately $5 million in the fourth quarter of fiscal 2026.
Operating Expenses
The table below presents a comparison of research and development, sales and marketing, general and administrative, and amortization expenses for the quarter ended November 30, 2025, compared to the quarter ended August 31, 2025 and the quarter ended November 30, 2024. The Company believes it is meaningful to provide a sequential comparison between the third quarter of fiscal 2026 and the second quarter of fiscal 2026.
For the Three Months Ended
(in millions)
November 30, 2025 August 31, 2025 November 30, 2024
Revenue $ 141.8 $ 129.6 $ 143.6
Operating expenses
Research and development 29.6 25.6 27.9
Sales and marketing 29.3 24.4 23.4
General and administrative 36.1 31.5 36.4
Amortization 2.4 3.1 4.4
Impairment of long-lived assets 0.6 0.5 0.6
Total $ 98.0 $ 85.1 $ 92.7
Operating Expenses as % of Revenue
Research and development 20.9 % 19.8 % 19.4 %
Sales and marketing 20.7 % 18.8 % 16.3 %
General and administrative 25.5 % 24.3 % 25.3 %
Amortization 1.7 % 2.4 % 3.1 %
Impairment of long-lived assets 0.4 % 0.4 % 0.4 %
Total 69.1 % 65.7 % 64.6 %
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended November 30, 2025, August 31, 2025 and November 30, 2024.
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U.S. GAAP Operating Expenses
Operating expenses increased by $12.9 million sequentially, or 15.2%, in the third quarter of fiscal 2026, compared to the second quarter of fiscal 2026 primarily due to a benefit of $3.8 million from SIF claims filed in the second quarter of fiscal 2026 which did not recur, an increase of $2.7 million in restructuring cost, an increase of $1.6 million in marketing expense, an increase of $1.3 million in sales incentive plan costs, an increase of $1.1 million in salaries and benefits expense and an increase of $0.8 million in variable incentive plan costs.
Operating expenses increased by $5.3 million year-over-year, or 5.7%, in the third quarter of fiscal 2026, compared to the third quarter of fiscal 2025 primarily due to an increase of $2.2 million in salaries and benefits expense, an increase of $1.9 million in variable incentive plan costs, an increase of $1.3 million in stock compensation expense and an increase of $1.0 million in consulting costs, partially offset by a decrease of $2.0 million in amortization costs.
Adjusted Operating Expenses
Adjusted operating expenses increased by $10.6 million sequentially, or 14.2%, to $85.4 million in the third quarter of fiscal 2026 compared to $74.8 million in the second quarter of fiscal 2026. The increase was primarily due to a benefit of $3.8 million from SIF claims filed in the second quarter of fiscal 2026 which did not recur, an increase of $1.6 million in marketing expense, an increase of $1.3 million in sales incentive plan costs, an increase of $1.1 million in salaries and benefits expense and an increase of $0.8 million in variable incentive plan costs.
Adjusted operating expenses increased by $5.7 million year-over-year, or 7.2%, to $85.4 million in the third quarter of fiscal 2026, compared to $79.7 million in the third quarter of fiscal 2025. The increase was primarily due to an increase of $2.2 million in salaries and benefits expense, an increase of $1.9 million in variable incentive plan costs and an increase of $0.9 million in consulting costs.
Adjusted Corporate operating costs is defined as the portion of the Company’s total adjusted operating costs that is not attributable to any of the three operating segments.
The Company previously stated that it expected adjusted Corporate operating costs excluding amortization to be approximately $10 million in the third quarter of fiscal 2026. Adjusted Corporate operating costs excluding amortization were $10.3 million in the third quarter of fiscal 2026.
The Company continues to expect adjusted Corporate operating costs excluding amortization to be approximately $10 million in the fourth quarter of fiscal 2026.
Research and Development Expenses
Research and development expenses consist primarily of salaries and benefits costs for technical personnel, new product development costs, travel expenses, office and building costs, infrastructure costs and other employee costs.
Research and development expenses increased by $1.7 million, or 6.1%, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily due to an increase of $0.8 million in variable incentive plan costs and an increase of $0.6 million in consulting costs.
Adjusted research and development expenses increased by $1.4 million, or 5.2%, to $28.2 million in the third quarter of fiscal 2026 compared to $26.8 million the third quarter of fiscal 2025, primarily due to the same reasons described above on a U.S. GAAP basis.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of marketing, advertising and promotion, salaries and benefits, information technology costs and travel expenses.
Sales and marketing expenses increased by $5.9 million, or 25.2%, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, primarily due to an increase of $2.3 million in salaries and benefits expense, an increase of $0.8 million in marketing expense, an increase of $0.8 million in variable incentive plan costs and an increase of $0.6 million in stock compensation expense.
Adjusted sales and marketing expenses increased by $5.3 million, or 23.2%, to $28.1 million in the third quarter of fiscal 2026 compared to $22.8 million in the third quarter of fiscal 2025. The increase was primarily due to an increase of $2.3 million in salaries and benefits expense, an increase of $0.8 million in marketing expense and an increase of $0.8 million in variable incentive plan costs.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
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General and administrative expenses decreased by $0.3 million, or 0.8%, in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. The decrease was primarily due to a decrease of $0.8 million in infrastructure costs and a decrease of $0.6 million in facilities cost, pa rtially offset by an increase of $0.6 million in stock compensation expense.
Adjusted general and administrative expenses decreased by $0.5 million, or 1.8%, to $27 million in the third quarter of fiscal 2026 compared to $27.5 million in the third quarter of fiscal 2025. The decrease was primarily due to a decrease of $0.8 million in infrastructure costs and a decrease of $0.6 million in facilities cost, partially offset by an increase of $0.3 million in variable incentive plan costs.
Amortization Expense
The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or cost of sales for the quarter ended November 30, 2025 compared to the quarter ended November 30, 2024. Intangible assets are comprised of patents, licenses and acquired technology.
For the Three Months Ended
(in millions)
Included in Operating Expense
November 30, 2025 November 30, 2024 Change
Property, plant and equipment $ 1.3 $ 1.8 $ (0.5)
Intangible assets 1.1 2.6 (1.5)
Total $ 2.4 $ 4.4 $ (2.0)
Included in Cost of Sales
November 30, 2025 November 30, 2024 Change
Property, plant and equipment $ 0.1 $ 0.1 $ —
Intangible assets 1.5 1.5 —
Total $ 1.6 $ 1.6 $ —
Amortization included in Operating Expense
The decrease in amortization expense included in operating expense of $2.0 million was primarily due to the lower cost base of assets.
Adjusted amortization expense decreased by $0.5 million to $2.1 million in the third quarter of fiscal 2026 compared to $2.6 million in the third quarter of fiscal 2025 primarily due to the lower cost base of assets.
Amortization included in Cost of Sales
Amortization expense relating to certain intangible assets employed in the Company’s licensing operations was $1.6 million in the third quarter of fiscal 2026 and was consistent with the third quarter of fiscal 2025.
Investment Income, Net
Investment income, net, which includes the interest expense from the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), was $2.9 million in the third quarter of fiscal 2026 and increased by $3.5 million from investment loss, net of $0.6 million in the third quarter of fiscal 2025. The increase was primarily due to unrealized losses recognized from observable price changes on non-marketable equity investments without readily determinable fair value in the third quarter of fiscal 2025 which did not recur and a higher return on cash and investments in the third quarter of fiscal 2026 due to the higher cash and investments balance.
Income Taxes
For the third quarter of fiscal 2026, the Company’s net effective income tax expense rate was approximately 7% (third quarter of fiscal 2025 - net effective income tax expense rate of approximately 169%). The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets; in particular, any change in loss carry forwards or research and development credits, amongst other items, was offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
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Net Income (Loss)
The Company’s net income for the third quarter of fiscal 2026 was $13.7 million, or $0.02 basic and diluted earnings per share on a U.S. GAAP basis (third quarter of fiscal 2025 - net loss $10.5 million, or $0.02 basic and diluted loss per share). The period over period change of $24.2 million was primarily due to a loss from discontinued operations in the third quarter of fiscal 2025 which did not recur, partially offset by an increase in operating expenses, as described above in “Operating Expenses”, a decrease in revenue, as described above in “Revenue by Segment” and a decrease in gross margin percentage, as described above in “ Consolidated Gross Margin Percentage ”.
Adjusted net income was $26.8 million in the third quarter of fiscal 2026, or $0.05 adjusted basic earnings per share (third quarter of fiscal 2025 - adjusted net income of $11.7 million, or 0.02 adjusted basic loss per share). The increase in adjusted net income of $15.1 million was primarily due to the same reasons described above on a U.S. GAAP basis.
The Company previously stated that it expected adjusted EBITDA to be in the range of $20 to $28 million in the third quarter of fiscal 2026. Adjusted EBITDA was $28.7 million in the third quarter of fiscal 2026.
The Company previously stated that it expected non-GAAP EPS to be in the range of $0.02 per share to $0.04 per share in the third quarter of fiscal 2026. Non-GAAP EPS was $0.05 in the third quarter of fiscal 2026 primarily due to Secure Communications exceeding the top end of their expected adjusted EBITDA range as discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company previously stated that it expected operating cash flow to be in the range of $10 million to $20 million in the third quarter of fiscal 2026. Operating cash flow was $17.9 million in the third quarter of fiscal 2026.
The Company expects adjusted EBITDA to be in the range of $22 million to $32 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected adjusted EBITDA to be in the range of $82 million to $101 million in fiscal 2026 as a whole. The Company now expects adjusted EBITDA to be in the range of $94 million to $104 million in fiscal 2026 as a whole due to the reasons discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”.
The Company expects non-GAAP EPS to be in the range of $0.03 per share to $0.05 per share in the fourth quarter of fiscal 2026. The Company previously stated that it expected non-GAAP EPS to be in the range of $0.11 per share to $0.15 per share in fiscal 2026 as a whole. The Company now expects non-GAAP EPS to be in the range of $0.14 per share to $0.16 per share in fiscal 2026 as a whole due to the reasons discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment” and a reduction in expected tax expense for fiscal 2026.
The Company expects operating cash flow to be in the range of $40 million to $45 million in the fourth quarter of fiscal 2026. The Company previously stated that it expected operating cash flow to be in the range of $35 million to $40 million for fiscal 2026 as a whole. The Company now expects operating cash flow to be in the range of $43 million to $48 million for fiscal 2026 as a whole due to stronger than expected performance in the first nine months of fiscal 2026.
The Company does not provide a reconciliation of expected adjusted EBITDA and expected non-GAAP basic EPS for the fourth quarter of fiscal year 2026, and for fiscal 2026 as a whole, to the most directly comparable expected GAAP measures because it is unable to predict with reasonable certainty, among other things, restructuring charges and impairment charges and, accordingly, a reconciliation is not available without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.
The weighted average number of shares outstanding was 590.9 million common shares for basic earnings per share and 596.3 million common shares for diluted earnings per share for the third quarter of fiscal 2026 (third quarter of fiscal 2025 - 591.2 million common shares for basic and 593.5 million common shares for diluted loss per share). The weighted average number of shares outstanding includes the cumulative effects of share repurchases pursuant to the NCIB (as defined below) share buyback program during the quarter ended November 30, 2025.
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Results of Operations - Nine months ended November 30, 2025 compared to the nine months ended November 30, 2024
The following section sets forth certain consolidated statements of operations data for the nine months ended November 30, 2025 and November 30, 2024:
For the Nine Months Ended
(in millions, except for share and per share amounts)
November 30, 2025 November 30, 2024 Change
Revenue $ 393.1 $ 393.2 $ (0.1)
Gross margin 296.8 290.8 6.0
Operating expenses 271.4 282.0 (10.6)
Investment income, net 7.7 6.1 1.6
Income before income taxes 33.1 14.9 18.2
Provision for income taxes 4.2 15.6 (11.4)
Income (loss) from continuing operations 28.9 (0.7) 29.6
Loss from discontinued operations — (70.9) 70.9
Net income (loss) $ 28.9 $ (71.6) $ 100.5
Earnings (loss) per share - reported
Basic $ 0.05 $ (0.12) $ 0.17
Diluted $ 0.05 $ (0.12) $ 0.17
Weighted-average number of shares outstanding (000’s)
Basic 593,386 590,537
Diluted (1)
598,054 590,537
______________________________
(1) Diluted earnings per share on a U.S. GAAP basis for the first nine months of fiscal 2026 and 2025 does not include the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”) as to do so would be anti-dilutive. Diluted loss per share on a U.S. GAAP basis for the first nine months of fiscal 2025 does not include the dilutive effect of stock-based compensation as to do so would be anti-dilutive. See Note 8 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding.
Revenue
Revenue by Segment
Comparative breakdowns of revenue by segment are set forth below.
For the Nine Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Revenue by Segment
QNX $ 189.3 $ 170.2 $ 19.1
Secure Communications 186.4 205.3 (18.9)
Licensing 17.4 17.7 (0.3)
$ 393.1 $ 393.2 $ (0.1)
% Revenue by Segment
QNX 48.2 % 43.3 %
Secure Communications 47.4 % 52.2 %
Licensing 4.4 % 4.5 %
100.0 % 100.0 %
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QNX
The increase in QNX revenue of $19.1 million was primarily due to an increase of $8.1 million in royalty revenue, an increase of $6.8 million in development seat revenue and an increase of $5.8 million in BlackBerry Radar revenue, partially offset by a decrease of $1.8 million in professional services revenue .
Secure Communications
The decrease in Secure Communications revenue of $18.9 million primarily due to a decrease of $20.4 million in Secusmart product revenue and a decrease of $2.6 million in BlackBerry UEM license revenue, partially offset by an increase of $2.7 million in professional services revenue and an increase of $1.4 million in BlackBerry AtHoc product revenue.
Licensing
The decrease in Licensing revenue of $0.3 million was primarily due to a decrease in revenue from the Company’s intellectual property licensing arrangements.
U.S. GAAP Revenue by Geography
Comparative breakdowns of the geographic regions on a U.S. GAAP basis are set forth in the following table:
For the Nine Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Revenue by Geography
North America $ 181.6 $ 176.9 $ 4.7
Europe, Middle East and Africa 133.1 140.8 (7.7)
Other regions 78.4 75.5 2.9
$ 393.1 $ 393.2 $ (0.1)
% Revenue by Geography
North America 46.2 % 45.0 %
Europe, Middle East and Africa 33.9 % 35.8 %
Other regions 19.9 % 19.2 %
100.0 % 100.0 %
North America Revenue
The increase in North America revenue of $4.7 million was primarily due to an increase of $5.9 million in BlackBerry QNX development seat revenue and an increase of $5.7 million in BlackBerry Radar revenue, partially offset by a decrease of $4.4 million in BlackBerry UEM revenue and a decrease of $2.9 million in BlackBerry QNX royalty revenue.
Europe, Middle East and Africa Revenue
The decrease in Europe, Middle East and Africa revenue of $7.7 million was primarily due to a decrease of $20.1 million relating to product revenue in Secusmart, partially offset by an increase of $5.6 million in BlackBerry UEM revenue, an increase of $3.7 million BlackBerry QNX development seat revenue and an increase of $3.5 million in BlackBerry QNX royalty revenue.
Other Regions Revenue
The increase in other regions of $2.9 million was primarily due to an increase of $7.2 million relating to BlackBerry QNX royalty revenue, partially offset by a decrease of $2.8 million in BlackBerry QNX development seat revenue and a decrease of $0.7 million in BlackBerry UEM revenue.
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Consolidated Gross Margin
Consolidated gross margin increased by $6 million to approximately $296.8 million in the first nine months of fiscal 2026 (first nine months of fiscal 2025 - $290.8 million). The increase was primarily due to an increase in revenue from QNX due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease in revenue from BlackBerry UEM and Secusmart product revenue, as the cost of sales for most software and services products does not significantly fluctuate based on business volume.
Consolidated Gross Margin Percentage
Consolidated gross margin percentage increased by 1.5%, to approximately 75.5% of consolidated revenue in the first nine months of fiscal 2026 (first nine months of fiscal 2025 - 74.0%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contribution from Secusmart and QNX.
Adjusted Gross Margin and Adjusted EBITDA by Segment
See “Business Overview” and “Third Quarter Fiscal 2026 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results.
For the Nine Months Ended
(in millions)
QNX Secure Communications Licensing
November 30, Change November 30, Change November 30, Change
2025 2024 2025 2024 2025 2024
Segment revenue $ 189.3 $ 170.2 $ 19.1 $ 186.4 $ 205.3 $ (18.9) $ 17.4 $ 17.7 $ (0.3)
Segment cost of sales 33.2 27.7 5.5 56.9 68.2 (11.3) 4.6 4.5 0.1
Segment adjusted gross margin $ 156.1 $ 142.5 $ 13.6 $ 129.5 $ 137.1 $ (7.6) $ 12.8 $ 13.2 $ (0.4)
Segment adjusted gross margin % 82 % 84 % (2 %) 69 % 67 % 2 % 74 % 75 % (1 %)
Segment research and development 42.5 46.8 (4.3) 33.8 35.1 (1.3) — — —
Segment sales and marketing 39.3 32.1 7.2 38.1 34.4 3.7 — — —
Segment general and administrative 26.7 25.4 1.3 22.7 30.5 (7.8) 4.7 5.6 (0.9)
Less amortization included in the above 2.0 1.7 0.3 1.7 2.6 (0.9) 6.6 6.8 (0.2)
Segment adjusted EBITDA $ 49.6 $ 39.9 $ 9.7 $ 36.6 $ 39.7 $ (3.1) $ 14.7 $ 14.4 $ 0.3
QNX
The increase in QNX adjusted gross margin of $13.6 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in cost of sales related to BlackBerry Radar hardware devices.
The decrease in QNX adjusted gross margin percentage of 2% was primarily due to a change in mix, specifically an increased gross margin contribution from BlackBerry Radar which has a lower relative gross margin percentage.
The increase in QNX adjusted EBITDA of $9.7 million was primarily due to the reasons discussed above in “Revenue by Segment” and a benefit from SIF claims, partially offset by an increase in costs of sales related to BlackBerry Radar hardware devices and an increase in salaries and benefits expense. The Company does not expect to receive any further benefits from SIF claims.
Secure Communications
The decrease of Secure Communications adjusted gross margin of $7.6 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The increase in Secure Communications adjusted gross margin percentage of 2% was primarily due to a change in mix, specifically an increased gross margin contribution from Secusmart software licenses.
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The decrease of Secure Communications adjusted EBITDA of $3.1 million was primarily due to a decrease in revenue due to the reasons discussed above in “Revenue by Segment”, partially offset by a decrease in salaries and benefits expense.
Licensing
The decrease in Licensing adjusted gross margin of $0.4 million was primarily due to the reasons discussed above in “Revenue by Segment”.
The decrease in Licensing adjusted gross margin percentage of 1% was due to the same reasons discussed above.
The increase in Licensing adjusted EBITDA of $0.3 million was primarily due to a decrease in legal expense and patent abandonments.
Operating Expenses
The table below presents a comparison of research and development, selling, marketing and administration, and amortization expense for the nine months ended November 30, 2025, compared to the nine months ended November 30, 2024.
For the Nine Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Revenue $ 393.1 $ 393.2 $ (0.1)
Operating expenses
Research and development 80.2 85.6 (5.4)
Sales and marketing 82.4 68.5 13.9
General and administrative 98.1 109.5 (11.4)
Amortization 9.5 13.7 (4.2)
Impairment of long-lived assets 1.2 4.7 (3.5)
Total $ 271.4 $ 282.0 $ (10.6)
Operating Expense as % of Revenue
Research and development 20.4 % 21.8 %
Sales and marketing 21.0 % 17.4 %
General and administrative 25.0 % 27.8 %
Amortization 2.4 % 3.5 %
Impairment of long-lived assets 0.3 % 1.2 %
Total 69.0 % 71.7 %
See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the nine months ended November 30, 2025 and November 30, 2024.
U.S. GAAP Operating Expenses
Operating expenses decreased by $10.6 million, or 3.8%, in the first nine months of fiscal 2026, compared to the first nine months of fiscal 2025. The decrease was primarily due to an increase in benefits of $8.3 million from SIF claims filed, a decrease of $4.2 million in amortization expense, a decrease of $3.5 million in impairment of long-lived asset impairment, a decrease of $2.6 million in infrastructure costs and a decrease of $2.3 million in restructuring costs, partially offset by an increase of $3.3 million in salaries and benefits expense, an increase of $2.1 million in consulting costs, an increase of $1.9 million in variable incentive plan costs and an increase of $1.7 million in stock compensation expense.
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Adjusted Operating Expenses
Adjusted operating expenses decreased by $4.4 million, or 1.8%, to $238.6 million in the first nine months of fiscal 2026, compared to $243 million the first nine months of 2025. The decrease was primarily due to an increase in benefits of $8.3 million from SIF claims filed and a decrease of $2.6 million in infrastructure costs, partially offset by an increase of $3.3 million in salaries and benefits expense, an increase of $2.1 million in consulting costs and an increase of $1.9 million in variable incentive plan costs.
Research and Development Expenses
Research and development expenses consist primarily of salaries and benefits for technical personnel, new product development costs, travel, office and building costs, infrastructure costs and other employee costs.
Research and development expenses decreased by $5.4 million, or 6.3%, in the first nine months of fiscal 2026, compared to the first nine months of fiscal 2025. The decrease was primarily due to an increase in benefits of $8.3 million from SIF claims filed, partially offset by an increase of $1.8 million in consulting costs.
Adjusted research and development expenses decreased by $5.4 million, or 6.6%, to $76.1 million in the first nine months of fiscal 2026, compared to $81.5 million in the first nine months of fiscal 2025. The decrease was primarily due to the same reasons described above on a U.S. GAAP basis.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of marketing, advertising and promotion, salaries and benefits, information technology costs and travel expenses.
Sales and marketing expenses increased by $13.9 million, or 20.3%, in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025. The increase was primarily due to an increase of $6.3 million in salaries and benefits costs, an increase of $1.8 million in stock compensation expense, an increase of $1.4 million in sales incentive plan cost, an increase of $1.4 million in variable incentive plan costs and an increase of $1.2 million in marketing costs.
Adjusted sales and marketing expenses increased by $12.1 million, or 18.2%, to $79 million in the first nine months of fiscal 2026 compared to $66.4 million in the first nine months of fiscal 2025. The increase was primarily due to an increase of $6.3 million in salaries and benefits expense, an increase of $1.4 million in sales incentive plan costs, an increase of $1.4 million in variable incentive plan costs and an increase of $1.2 million in marketing costs.
General and Administrative Expenses
General and administration expenses consist primarily of salaries and benefits, external advisory fees, information technology costs, office and related staffing infrastructure costs.
General and administrative expenses decreased by $11.4 million, or 10.4%, in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025. The decrease was primarily due to a decrease of $3.6 million in salaries and benefits expense, a decrease of $3.0 million in infrastructure costs, a decrease of $2.9 million in facilities costs and a decrease of $2.3 million in restructuring costs.
Adjusted general and administrative expenses decreased by $9.1 million, or 10.5%, to $77.6 million in the first nine months of fiscal 2026 compared to $86.7 million in the first nine months of fiscal 2025. The decrease was primarily due to a decrease of $3.6 million in salaries and benefits expense, a decrease of $3.0 million in infrastructure costs and a decrease of $2.9 million in facilities cost.
Amortization Expense
The table below presents a comparison of amortization expense relating to property, plant and equipment and intangible assets recorded as amortization or costs of sales for the nine months ended November 30, 2025 compared to the nine months ended November 30, 2024. Intangible assets are comprised of patents, licenses and acquired technology.
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For the Nine Months Ended
(in millions)
Included in Operating Expense
November 30, 2025 November 30, 2024 Change
Property, plant and equipment $ 3.9 $ 5.7 $ (1.8)
Intangible assets 5.6 8.0 (2.4)
Total $ 9.5 $ 13.7 $ (4.2)
Included in Cost of Sales
November 30, 2025 November 30, 2024 Change
Property, plant and equipment $ 0.2 $ 0.4 $ (0.2)
Intangible assets 4.6 4.5 0.1
Total $ 4.8 $ 4.9 $ (0.1)
Amortization included in Operating Expense
The decrease in amortization expense included in operating expense of $4.2 million was primarily due to the lower cost base of assets.
Adjusted amortization expense decreased by $2.0 million to $6.4 million in the first nine months of fiscal 2026 compared to $8.4 million in the first nine months of fiscal 2025 due to the same reasons described above.
Amortization included in Cost of Sales
Amortization expense relating to certain property, plant and equipment and certain intangible assets employed in the Company’s service operations decreased by $0.1 million in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 due to a lower cost base of assets.
Investment Income, Net
Investment income, net, which includes the interest expense from the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), was $7.7 million in the first nine months of fiscal 2026 and increased by $1.6 million from $6.1 million in the first nine months of fiscal 2025. The increase was primarily due to net unrealized losses recognized from observable price changes on non-marketable equity investments without readily determinable fair value in the first nine months of fiscal 2025 which did not recur and a higher return on cash and investments due to the higher cash and investments balance, partially offset by interest income on a delayed tax refund in the first nine months of fiscal 2025 which did not recur.
Income Taxes
For the first nine months of fiscal 2026, the Company’s net effective income tax expense rate was approximately 13% (first nine months of fiscal 2025 - net effective income tax expense rate of approximately 28%). The Company’s net effective income tax rate reflects the change in unrecognized income tax benefits, if any, and the fact that the Company has a significant valuation allowance against its deferred tax assets, and in particular, the change in loss carry forwards, research and development credits, amongst other items, was offset by a corresponding adjustment of the valuation allowance. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates.
Net Income (loss)
The Company’s net income for the first nine months of fiscal 2026 was $28.9 million, or $0.05 basic and diluted earnings per share on a U.S. GAAP basis (first nine months of fiscal 2025 - net loss $71.6 million, or $0.12 ba sic and diluted loss per share). The period over period change of $100.5 million was primarily due to a loss from discontinued operations in the first nine months of fiscal 2025 which did not recur, a decrease in operating expenses, as described above in “Operating Expenses” and an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”.
Adjusted net income was $63.3 million in the first nine months of fiscal 2026 or $0.11 adjusted basic earnings per share (first nine months of fiscal 2025 - adjusted net loss of $5.2 million, or $0.01 adjusted basic loss per share). The increase in adjusted net income of $68.5 million was primarily due to the same reasons describe d above on a U.S. GAAP basis.
The weighted average number of shares outstanding was 593.4 million for basic earnings per share and 598.1 million for basis diluted earnings per share for the first nine months of November 30, 2025. The weighted average number of shares outstanding was 590.5 million for basic and diluted loss per share for the first nine months of November 30, 2024.
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Common Shares Outstanding
On December 16, 2025, there were 590 million voting common shares, 16.8 million restricted share units and 1.6 million deferred share units outstanding. In addition, 51.5 million common shares are issuable upon conversion in full of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”), as described in Note 6 to the Consolidated Financial Statements.
The Company has not paid any cash dividends during the last three fiscal years.
Financial Condition
Liquidity and Capital Resources
Cash, cash equivalents, and investments decreased by $32.8 million to $377.5 million as at November 30, 2025 from $410.3 million as at February 28, 2025, primarily due to repurchases of common shares of $34.0 million pursuant to the NCIB share buyback program.
A comparative summary of cash, cash equivalents, and investments is set out below:
As at
(in millions)
November 30, 2025 February 28, 2025 Change
Cash and cash equivalents $ 270.3 $ 266.7 $ 3.6
Restricted cash and cash equivalents 14.0 13.6 0.4
Short-term investments 33.9 71.1 (37.2)
Long-term investments (1)
59.3 58.9 0.4
Cash, cash equivalents, and investments $ 377.5 $ 410.3 $ (32.8)
______________________________
(1) Includes investments in privately-held companies, including common shares of Arctic Wolf that were received as partial consideration for the sale of its Cylance endpoint security assets and liabilities to Arctic Wolf. Investments in privately-held companies are considered illiquid securities without a public market and, as such, they cannot be readily sold or exchanged for cash.
The table below summarizes the current assets, current liabilities, and working capital of the Company:
As at
(in millions)
November 30, 2025 February 28, 2025 Change
Current assets $ 543.2 $ 591.5 $ (48.3)
Current liabilities 253.3 344.3 (91.0)
Working capital $ 289.9 $ 247.2 $ 42.7
Current Assets
The decrease in current assets of $48.3 million at the end of the third quarter of fiscal 2026 from the end of the fourth quarter of fiscal 2025 was primarily due to a decrease of $37.2 million in short term investments and a decrease of $24.2 million in accounts receivable, net of allowance, partially offset by an increase of $8.4 million in other current assets, an increase of $3.6 million in cash and cash equivalents, an increase of $0.8 million in income taxes receivable and an increase of $0.3 million in other receivables.
At November 30, 2025, accounts receivable, net of allowance was $149.5 million, a decrease of $24.2 million from February 28, 2025. The decrease was prim arily due to the collection of a significant receivable from the Government of Malaysia and a decrease in days sales outstanding to 88 days at the end of t he third quarter of fiscal 2026 from 102 days at the end of the fourth quarter of fiscal 2025, partially offset by reclassification of a licensing receivable from long-term receivable to accounts receivable.
At November 30, 2025, other current assets were $38.4 million, an increase of $8.4 million from February 28, 2025. The increase was primarily due to an increase of $4.3 million in prepaid professional services and an increase of $2.0 million in inventory.
At November 30, 2025, income taxes receivable were $2.4 million, an increase of $0.8 million from February 28, 2025. The increase was primarily due to tax installments and prepayments required in certain taxable jurisdictions.
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At November 30, 2025, other receivables were $48.7 million, an increase of $0.3 million from February 28, 2025. The increase was primarily due to an increase of $1.5 million in SIF claims, partially offset by a decrease of $0.4 million in sublease receivable.
Current Liabilities
The decrease in current liabilities of $91.0 million at the end of the third quarter of 2026 from the end of the fourth quarter of fiscal 2025 was primarily due to a decrease of $40.2 million in deferred revenue, current, a decrease of $20.1 million in accrued liabilities, a decrease of $17.7 million in accounts payable and a decrease of $13.0 million in income taxes payable.
Deferred revenue, current was $121.3 million, which reflects a decrease of $40.2 million compared to February 28, 2025 that was attributable to a decrease of $28.5 million in deferred revenue, current related to BlackBerry UEM, a decrease of $8.1 million in deferred revenue, current related to QNX and a decrease of $3.5 million in deferred revenue, current related to BlackBerry AtHoc product revenue.
Accrued liabilities were $106.1 million at the end of the third quarter of 2026, reflecting a decrease of $20.1 million compared to February 28, 2025, which was primarily due to a decrease of $5.4 million in variable incentive plan accrual, a decrease of $4.2 million in litigation accruals, a decrease of $4.0 million in operating lease lia bility, current, a decrease of $2.0 million in restructuring cost accrual, a decrease of $1.7 million in professional services accrual, a decrease of $1.6 million related to a lease termination fee accrual and a decrease of $1.5 million in legal cost accrual.
Accounts payable were $13.4 million, reflecting a decrease of $17.7 million from February 28, 2025, which was primarily due to the timing of payments.
Income taxes payable were $12.5 million, reflecting a decrease of $13.0 million from February 28, 2025, which was primarily due to changes in the quarterly tax provision and tax payments.
Cash flows for the nine months ended November 30, 2025 compared to the nine months ended November 30, 2024 were as follows:
For the Nine Months Ended
(in millions)
November 30, 2025 November 30, 2024 Change
Net cash flows provided by (used in):
Operating activities $ 4.2 $ (25.1) $ 29.3
Investing activities 30.8 22.1 8.7
Financing activities (31.5) 3.1 (34.6)
Effect of foreign exchange gain (loss) on cash and cash equivalents 0.5 (0.4) 0.9
Net increase (decrease) in cash and cash equivalents $ 4.0 $ (0.3) $ 4.3
Operating Activities
The increase in net cash flows provided by operating activities of $29.3 million primarily reflects the changes in working capital.
Investing Activities
During the nine months ended November 30, 2025, cash flows provided by investing activities were $30.8 million and included cash provided by proceeds on sale or maturity of short-term and long-term investments transactions, net of acquisitions, in the amount of $37.4 million, offset by cash used in the acquisition of intangible assets of $4.0 million and the acquisition of property, plant and equipment of $2.6 million . For the same period in the prior fiscal year, cash flows provided by investing activities were $22.1 million an d included cash provided by p roceeds on sale or maturity of short-term and long-term investments transactions, net of acquisitions, in the amount of $30.4 million, offset by cash used i n the acquisition of intangible assets of $5.7 million, the acquisition of property, plant and equipment $2.7 million, and the proceeds on sale of property, plant and equipment of $0.1 million.
Financing Activities
During the nine months ended November 30, 2025, cash used in financing activities was $31.5 million, primarily due to repurchases of common shares of $34.0 million pursuant to the NCIB share buyback program, offset by $2.5 million in common shares issued upon the exercise of stock options and under the employee share purchase plan.
On May 8, 2025, the Company announced that it received acceptance from the Toronto Stock Exchange with respect to a normal cours e issuer bid (“NCIB”) share buyback program to purch ase for cancellation up to 27,855,153 common shares of the
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Company, or approximately 4.7% of the outstanding public float at May 5, 2025. The NCIB share buyback program commenced on May 12, 2025, and will terminate on the earliest of May 11, 2026, such date as the Company may determine, or the date on which the maximum number of common shares that may be purchased under the NCIB share buyback program has been reached. The Company is not obligated to repurchase any common shares under the NCIB share buyback program. During the nine months ended November 30, 2025, the Company repurchased 8.6 million common shares at a cost of $34.0 million.
Debt Financing and Other Funding Sources
See Note 6 to the Consolidated Financial Statements for a description of the Company’s $200 million aggregate principal amount of 3.00% senior convertible unsecured notes issued in January 2024 (the “Notes”).
The Company has $13.9 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 3 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash.
Cash, cash equivalents, and investments were $377.5 million as at November 30, 2025. The Company’s management remains focused on maintaining appropriate cash balances, efficiently managing working capital balances and managing the liquidity needs of the business. Based on its current financial projections, the Company believes its financial resources, together with expected future operating cash generating and operating expense reduction activities, should be sufficient to meet funding requirements for current financial commitments and future operating expenditures not yet committed, and should provide the necessary financial capacity for the foreseeable future.
Contractual and Other Obligations
The following table sets out aggregate information about the Company’s contractual and other obligations and the periods in which payments are due as at November 30, 2025:
(in millions)
Total Short-term
(next 12 months) Long-term
(>12 months)
Operating lease obligations $ 34.8 $ 11.8 $ 23.0
Purchase obligations and commitments 62.6 62.6 —
Debt interest and principal payments 221.0 6.0 215.0
Total $ 318.4 $ 80.4 $ 238.0
Total contractual and other obligations as at November 30, 2025 increased by $5.6 million as compared to the February 28, 2025 balance of $312.8 million, which was attributable to an increase in purchase obligations and commitments, partially offset by a decrease in operating lease obligations.
The Company does not have any material off-balance sheet arrangements.
Accounting Policies and Critical Accounting Estimates
There have been no changes to the Company’s accounting policies or critical accounting estimates from those described under “Accounting Policies and Critical Accounting Estimates” in the Annual MD&A.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.