What changed in this filing

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Item 9A. Controls and Procedures

2026-04-09 compared with 2025-04-02 · 38 added, 34 removed, 192 unchanged (27% of the section changed)

23 unchanged sentences

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

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

During the three months ended February 28, 2026, none of the officers or directors of the Company adopted or terminated trading arrangements for the purchase or sale of the Company’s common shares.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

It is the objective of the Audit and Risk Management Committee to maintain free and open means of communications among the Board, the independent auditors and the financial and senior management of the Company.

The full text of the Audit and Risk Management Committee’s Charter can be viewed on the Company’s website at https://www.blackberry.com/ca/en/company/investors/corporate-governance-global.

The full text of the Audit and Risk Management Committee’s Charter can be viewed on the Company’s website at https://investors.blackberry.com/governance-documents.

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

2 unchanged sentences

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

The Audit and Risk Management Committee has also developed, in conjunction with the Company’s Chief Financial Officer and other accounting personnel, an orientation and continuing education program that will provide the new members of the Audit and Risk Management Committee with additional information and understanding about the accounting and financial presentation issues underlying the Company’s financial statements.

The Audit and Risk Management Committee has also developed, in conjunction with the Company’s Chief Financial Officer and other accounting personnel, an orientation and continuing education program that will provide new members of the Audit and Risk Management Committee from time to time with additional information and understanding about the accounting and financial presentation issues underlying the Company’s financial statements.

The members of the Audit and Risk Management Committee bring significant skill and experience to their responsibilities including professional experience in accounting, business, management and governance, and finance.

2 unchanged sentences

Disbrow has a BA from the University of Virginia, an MA from The George Washington University in International Relations, and an MS from The National War College in National Strategy.

Disbrow serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting & Execution Reform Commission.

Disbrow is also the Chair of the NobleReach Foundation, as well as a director of CACI International Inc, Mercury Systems and SparkCognition, Inc.

In addition, she is a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Vice Chair of the National Defense Industrial Association.

Disbrow is Chair of CACI International Inc., a director of Mercury Systems, and a director and past Chair of the NobleReach Foundation.

In addition, she is a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Chair of the National Defense Industrial Association.

Previously, she served over 30 years in senior civilian and military positions in the U.S.

5 unchanged sentences

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

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

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

and Calian Group Ltd.

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

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

Previously, Ms.

13 unchanged sentences

Securities Exchange Act of 1934, as amended.

The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the Audit Committee and the Board who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or the Board.

has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the Audit Committee and the Board who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or the Board.

Enterprise Risk Management

10 unchanged sentences

• reduce harm to financial performance and safeguard the Company’s assets.

Risk Management Framework Policy and Risk Appetite

Risk Management Framework Policy

The Company’s risk management framework policy defines responsibilities for the identification, assessment, management and reporting of risks, and sets out expectations for ownership, resource assignment and compliance.

The scope of the framework embraces internal functions as well as those activities for which the Company engages support from third parties.

To support the risk management framework and risk oversight activities, the Company maintains a risk appetite statement that defines, by category of risk, the Company’s tolerance for risk-taking having regard to potential rewards and overall business strategies and objectives.

The Company’s four risk categories are:

(i) strategy and innovation, (ii) operations, (iii) legal, compliance and reputation, and (iv) financial management and reporting.

The Company’s risk profile is assessed against the risk appetite statement, which is reviewed and updated as the Company’s business strategy and operating environment evolve.

Risk Governance and Oversight

8 unchanged sentences

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

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

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

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

Phil Kurtz, the Company’s Chief Legal

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

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

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

The Audit and Risk Management Committee assists the Board with the oversight of enterprise risk management at the Company, including risk assessment, risk compliance, the internal audit function and the controls, processes and policies used to manage the Company’s risk.

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

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

The Compensation Committee of the Board also assists the Board with the

oversight of risk management and controls with respect to the Company’s compensation policies and practices, including the administration of the Company’s equity-based compensation plans.

The Company also includes risks related to the use of artificial intelligence and to environmental, social and governance considerations as part of its enterprise risk management process.

Ethical Business Conduct and Code of Business Standards and Principles

10 unchanged sentences

The RMCC and SRCC oversee and assist management in maintaining the Company’s compliance program and policies.

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

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

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

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

25 unchanged sentences

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

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

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

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

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

9 unchanged sentences

Giamatteo, dated December 8, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38232), filed with the SEC on December 12, 2023) and amended change in control pro vision letter, dated August 21 , 2024

10.7*† Employment agreement with Tim Foote, dated July 2 6 , 20 24 (incorporated by reference to Exhibit 10.

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

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

10.8*† Employment agreement with Mattias Eriksson, dated April 13, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 24, 2022) and amended change in control provision letter, dated September 6, 2024

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

001-38232), filed with the SEC on December 12, 2023) and amended change in control provision letter, dated August 21, 2024 (incorporated by reference to Exhibit 10.

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

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

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

001-38232) filed with the SEC on April 2, 2025)

10.7† Employment agreement with Tim Foote, dated July 26, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38232), filed with the SEC on July 29, 2024) and amended change in control provision letter, dated September 6, 2024 (incorporated by reference to Exhibit 10.

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

001-38232) filed with the SEC on April 2, 2025)

10.8† Employment agreement with Phil Kurtz, dated June 27, 2022 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232), filed with the SEC on April 4, 2024) and amended change in control provision letter, dated September 6, 2024 (incorporated by reference to Exhibit 10.

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

001-38232) filed with the SEC on April 2, 2025)

10.9† Employment agreement with Jennifer Armstrong-Owen, dated January 8, 2024 and amended change in control provision letter, dated September 6, 2024 (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232) filed with the SEC on April 2, 2025)

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

2 unchanged sentences

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

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

19* Insider Trading Policy

10.12† Employment agreement amendment with John Giamatteo, dated as of April 1, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38232) filed with the SEC on April 7, 2025)

10.13† Separation Agreement, dated November 17, 2025, between the Company and Mattias Eriksson (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38232) filed with the SEC on December 19, 2025)

19 Insider Trading Policy ( incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K (File No.

001-38232) filed with the SEC on April 2, 2025)

21* List of subsidiaries

31 unchanged sentences

/s/ PHILIP BRACE

Chair and Director April 2, 2025

Director April 9, 2026

/s/ LISA BAHASH

5 unchanged sentences

/s/ RICHARD LYNCH

Chair and Director

April 9, 2026

Richard Lynch

/s/ BARRY MAINZ

Director April 9, 2026

/s/ LORI O’NEILL

4 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures