BLACKBERRY Ltd 10-Q

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 six months ended August 31, 2026, 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, 2026 (the “Annual MD&A”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026 (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 expectations regarding the Alloy Kore™ vehicle software platform; • the Company’s expectations with respect to its total and segment revenue and adjusted EBITDA, non-GAAP EPS and operating cash flow in the third quarter of fiscal 2027 and for fiscal 2027 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 August 31, 2026 compared to the three months ended August 31, 2025 - Revenue - Revenue by Segment”, “Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 - Revenue - Adjusted Gross Margin and Adjusted EBITDA by Segment”, “Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 - Net Income” and “Financial Condition - Contractual and Other Obligations”. Forward-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 Com pany 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. 30 Business Overview Founded in 1984, the Company equips leading automakers, governments and regulated industries with secure, reliable software that drives productivity, resilience and mission-critical performance. Based in Waterloo, Ontario, the Company has two core divisions, QNX and Secure Communications, each addressing large and growing market opportunities. The Company’s QNX division develops safe, reliable software for embedded systems across technology-driven industries, including automotive, medical devices, robotics, and industrial automation. The world’s leading automotive OEMs and Tier 1 suppliers rely on QNX® technology, which enables more than 275 million vehicles. The Company’s Secure Communications division delivers operational resiliency with a government-grade portfolio of secure, certified solutions for mobile fortification, critical communications and crisis management. The Company was incorporated under the Business Corporations Act (Ontario) and has amalgamated with several of its wholly-owned subsidiaries, the last occurring through the filing of articles of amalgamation on November 4, 2013. The Company’s common shares trade under the ticker symbol “BB” on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”). 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 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, middleware and development tools that help reduce hardware dependency while enabling new possibilities in high-performance computing, 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 BlackBerry QNX real-time operating system (RTOS), 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 prevents safety systems from potential impact of malfunction in other systems. These products help to reduce time to market and developer friction. QNX and Vector Informatik GmbH recently introduced Alloy Kore, a foundational vehicle software platform designed to simplify and accelerate the development of software-defined vehicles. Alloy Kore integrates QNX’s safety-certified RTOS and virtualization capabilities and Vector’s safe middleware modules to deliver a lightweight, scalable foundation for deploying applications across vehicle domains. The Company believes that Alloy Kore has the potential to expand average selling prices by multiples on a per-vehicle basis and drive meaningful backlog growth. Subsequent to the end of the quarter, the Company announced an Alloy Kore design win with Coretura, the commercial vehicle software joint venture between Volvo Group and Daimler Truck. The design win is the largest in QNX history and added more than $100 million to the QNX royalty backlog. QNX is also a preferred supplier of embedded systems for companies building medical devices, robotics, physical AI solutions, rail systems, industrial automation solutions, aerospace and defence systems, and other mission-critical applications. QNX solutions offer the performance, determinism, and trust necessary to enable physical AI systems, being autonomous systems that engage with and act in the real world, powering them to run safely, predictably and at scale. QNX collaborates closely with customers to understand their specific requirements and more quickly and effectively develop solutions to meet their evolving needs. 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. 31 BlackBerry Certicom leverages patented elliptic curve cryptography to provide device security, anti-counterfeiting and product authentication solutions to deliver end-to-end security with managed public key infrastructure, code signing, and other applied cryptography and key management solutions. 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. Secure Communications The Secure Communications division consists of BlackBerry® SecuSUITE®, BlackBerry® UEM and BlackBerry® AtHoc®. BlackBerry SecuSUITE is a certified, multi-OS voice, messaging and file-sharing solution with advanced encryption, anti-eavesdropping and continuous authentication capabilities, providing a maximum level of security on conventional mobile devices for classified and restricted government use. 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 AtHoc is a secure, networked crisis communications platform that enables people, devices and organizations to exchange information in real time during business continuity and emergency operations, promoting public safety and protecting critical infrastructure. The platform securely connects with a diverse set of endpoints to distribute mass notifications, improve personnel accountability and facilitate the bidirectional collection and sharing of data within and between 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 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. The portfolio provides a competitive advantage in the Company’s core product areas and generates revenue through patent licensing, sales and enforcement activities. Recent Developments The Company has continued to execute on its strategy in fiscal 2027 and announced the following significant achievements during the most recent quarter: • QNX and Vector Informatik secured the first Alloy Kore design win, the largest design win in QNX history, with Coretura, the commercial vehicle software joint venture between Volvo Group and Daimler Truck, adding more than $100 million to the QNX royalty backlog; • Announced that Momenta and XHEART selected QNX OS for Safety, built on SDP 8.0, as the foundation for a production-ready Physical AI-defined autonomous-driving platform certified to ISO 26262 ASIL D; • QNX added support for the Hailo-8 AI Accelerator on SDP 8.0, expanding its Physical AI ecosystem; benchmark testing demonstrated up to 14x greater performance consistency than the real-time Linux environment tested; • BlackBerry® SecuSUITE® renewed its NIAP Common Criteria certification, reinforcing its sovereign-grade security credentials and position in government and mission-critical communications; and • BlackBerry® AtHoc® added Microsoft Teams and Entra ID integrations, strengthening mission-critical response and operational resilience for enterprise and government customers. 32 Second Quarter Fiscal 2027 Summary Results of Operations The following table sets forth certain consolidated statements of operations data for the quarter ended August 31, 2026 compared to the quarter ended August 31, 2025 under U.S. GAAP: For the Three Months Ended (in millions, except for share and per share amounts) August 31, 2026 August 31, 2025 Change Revenue $ 163.3 $ 129.6 $ 33.7 Gross margin 127.1 96.6 30.5 Operating expenses 93.5 85.1 8.4 Investment income, net 1.6 1.9 (0.3) Income before income taxes 35.2 13.4 21.8 Provision for income taxes 1.3 0.1 1.2 Net income $ 33.9 $ 13.3 $ 20.6 Earnings per share - reported Basic $ 0.06 $ 0.02 Diluted $ 0.05 $ 0.02 Weighted-average number of shares outstanding (000’s) Basic 586,627 592,938 Diluted (1) 649,655 597,369 ______________________________ (1) Diluted earnings per share on a U.S. GAAP basis for the second quarter of fiscal 2027 includes the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”). Diluted earnings per share on a U.S. GAAP basis for the second quarter of fiscal 2027 and fiscal 2026 includes the dilutive effect of stock-based compensation. See Note 7 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding. The following tables show information by operating segments for the three and six months ended August 31, 2026 and August 31, 2025. 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 charge. For the three and six months ended August 31, 2026, the Company presented segment adjusted EBITDA results excluding amortization in segment research and development, segment sales and marketing and segment general and administrative to align to the operating expense presentation on the Consolidated Statement of Operations. For purposes of comparability, the Company’s segment adjusted EBITDA for the three and six months ended August 31, 2025 has been updated to conform to the current year’s presentation. See Note 10 to the Consolidated Financial Statements for a description of the Company’s operating segments. 33 For the Three Months Ended (in millions) QNX Secure Communications Licensing August 31, Change August 31, Change August 31, Change 2026 2025 2026 2025 2026 2025 Segment revenue $ 80.3 $ 63.1 $ 17.2 $ 60.9 $ 59.9 $ 1.0 $ 22.1 $ 6.6 $ 15.5 Segment cost of sales 10.6 10.7 (0.1) 23.5 20.2 3.3 1.5 1.5 — Segment adjusted gross margin $ 69.7 $ 52.4 $ 17.3 $ 37.4 $ 39.7 $ (2.3) $ 20.6 $ 5.1 $ 15.5 Segment research and development 19.6 13.0 6.6 11.8 11.0 0.8 — — — Segment sales and marketing 12.4 10.7 1.7 11.1 12.1 (1.0) — — — Segment general and administrative 8.7 8.2 0.5 6.6 6.9 (0.3) 2.1 0.9 1.2 Less amortization included in segment cost of sales — — — 0.1 — 0.1 1.5 1.4 0.1 Segment adjusted EBITDA (1) $ 29.0 $ 20.5 $ 8.5 $ 8.0 $ 9.7 $ (1.7) $ 20.0 $ 5.6 $ 14.4 For the Six Months Ended (in millions) QNX Secure Communications Licensing August 31, Change August 31, Change August 31, Change 2026 2025 2026 2025 2026 2025 Segment revenue $ 152.6 $ 120.6 $ 32.0 $ 134.5 $ 119.4 $ 15.1 $ 29.1 $ 11.3 $ 17.8 Segment cost of sales 21.0 21.9 (0.9) 44.3 38.3 6.0 3.0 3.1 (0.1) Segment adjusted gross margin $ 131.6 $ 98.7 $ 32.9 $ 90.2 $ 81.1 $ 9.1 $ 26.1 $ 8.2 $ 17.9 Segment research and development 38.5 25.3 13.2 24.4 22.2 2.2 — — — Segment sales and marketing 28.0 23.9 4.1 23.4 25.7 (2.3) — — — Segment general and administrative 16.8 16.3 0.5 14.4 14.0 0.4 2.9 1.8 1.1 Less amortization included in segment cost of sales — — — 0.2 0.1 0.1 3.0 3.0 — Segment adjusted EBITDA (1) $ 48.3 $ 33.2 $ 15.1 $ 28.2 $ 19.3 $ 8.9 $ 26.2 $ 9.4 $ 16.8 _____________________________ (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 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 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. 34 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 approximately $447.1 million in cash, cash equivalents and investments as of August 31, 2026 (February 28, 2026 - $432.4 million). In the second quarter of fiscal 2027, the Company recognized revenue of $163.3 million and net income of $33.9 million, or $0.06 basic earnings per share and $0.05 diluted earnings per share, on a U.S. GAAP basis (second quarter of fiscal 2026 - revenue of $129.6 million and net income of $13.3 million, or $0.02 basic and diluted earnings per share). The Company recognized adjusted net income of $43.2 million , and adjusted basic earnings per share of $0.07, on a non-GAAP basis in the second quarter of fiscal 2027 (second quarter of fiscal 2026 - adjusted net income of $24.2 million and adjusted basic earnings per share of $0.04). 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 September 24, 2026, the Company announced financial results for the three and six months ended August 31, 2026, which included certain non-GAAP financial measures and non-GAAP ratios, including adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted net income, adjusted basic earnings 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). These non-GAAP financial measures and non-GAAP ratios 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. 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. Beginning with the fiscal quarter ended May 31, 2026, the Company has included deferred share units revaluation adjustment as a non-GAAP adjustment and has applied this adjustment to comparative period. 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. • Long-lived asset impairment charge. The Company believes that long-lived asset impairment charges (“LLA impairment charge”) 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. • Deferred share units revaluation adjustment . The Company measures its deferred share units (“DSUs”) at fair value as liability-classified awards in accordance with U.S. GAAP. Each period, the fair value of the DSUs is remeasured and 35 the resulting gain and loss from the change in fair value of these liability-classified awards is recognized in income. The amount varies each period depending on changes in the Company’s share price, which is influenced by market factors in addition to Company performance. 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. 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 August 31, 2026 and August 31, 2025 Readers are cautioned that adjusted gross margin, adjusted gross margin percentage, adjusted operating expenses, adjusted net income, adjusted basic earnings 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 gross margin and gross margin percentage for the three months ended August 31, 2026 and August 31, 2025 to both adjuste d gross margin and adjusted gross margin percentage is reflected in the table below: For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Gross margin $ 127.1 $ 96.6 Stock compensation expenses 0.6 0.6 Adjusted gross margin $ 127.7 $ 97.2 Gross margin % 77.8 % 74.5 % Stock compensation expenses 0.4 % 0.5 % Adjusted gross margin % 78.2 % 75.0 % Reconciliation of U.S. GAAP operating expenses for the thr ee months ended August 31, 2026 and August 31, 2025 to adjusted operating expenses is reflected in the table below: For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Operating expenses $ 93.5 $ 85.1 Restructuring charges 2.7 3.4 Stock compensation expenses 6.9 5.3 Acquired intangibles amortization — 1.1 LLA impairment charge 0.7 0.5 Deferred share units revaluation adjustment (1.6) — Adjusted operating expenses $ 84.8 $ 74.8 36 Reconciliation of U.S. GAAP net income and U.S. GAAP basic earnings per share for the three months ended August 31, 2026 and August 31, 2025 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) August 31, 2026 August 31, 2025 Basic earnings per share Basic earnings per share Net income $ 33.9 $ 0.06 $ 13.3 $ 0.02 Restructuring charges 2.7 3.4 Stock compensation expenses 7.5 5.9 Acquired intangibles amortization — 1.1 LLA impairment charge 0.7 0.5 Deferred share units revaluation adjustment (1.6) — Adjusted net income $ 43.2 $ 0.07 $ 24.2 $ 0.04 Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the three months ended August 31, 2026 and August 31, 2025 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) August 31, 2026 August 31, 2025 Research and development $ 33.2 $ 25.6 Stock compensation expenses 1.6 1.4 Adjusted research and development expense $ 31.6 $ 24.2 Sales and marketing $ 25.3 $ 24.4 Stock compensation expenses 1.4 1.3 Adjusted sales and marketing expense $ 23.9 $ 23.1 General and administrative $ 31.8 $ 31.5 Restructuring charges 2.7 3.4 Stock compensation expenses 3.9 2.6 Deferred share units revaluation adjustment (1.6) — Adjusted general and administrative expense $ 26.8 $ 25.5 Amortization $ 2.5 $ 3.1 Acquired intangibles amortization — 1.1 Adjusted amortization expense $ 2.5 $ 2.0 37 Reconciliation of U.S. GAAP operating income to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the three months ended August 31, 2026 and August 31, 2025 is reflected in the table below. For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Operating income $ 33.6 $ 11.5 Non-GAAP adjustments to operating income Restructuring charges 2.7 3.4 Stock compensation expenses 7.5 5.9 Acquired intangibles amortization — 1.1 LLA impairment charge 0.7 0.5 Deferred share units revaluation adjustment (1.6) — Total non-GAAP adjustments to operating income 9.3 10.9 Adjusted operating income 42.9 22.4 Amortization 4.1 4.6 Acquired intangibles amortization — (1.1) Adjusted EBITDA $ 47.0 $ 25.9 Revenue $ 163.3 $ 129.6 Adjusted operating income margin % (1) 26% 17% Adjusted EBITDA margin % (2) 29% 20% ______________________________ (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 segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived ass et impairment. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements from segment adjusted gross margin to segment adjusted EBITDA for the three months ended August 31, 2026 and August 31, 2025. For the Three Months Ended (in millions) QNX Secure Communications Licensing August 31, August 31, August 31, 2026 2025 2026 2025 2026 2025 Segment adjusted gross margin $ 69.7 $ 52.4 $ 37.4 $ 39.7 $ 20.6 $ 5.1 Segment research and development 19.6 13.0 11.8 11.0 — — Segment sales and marketing 12.4 10.7 11.1 12.1 — — Segment general and administrative 8.7 8.2 6.6 6.9 2.1 0.9 Less amortization included in segment cost of sales — — 0.1 — 1.5 1.4 Segment adjusted EBITDA $ 29.0 $ 20.5 $ 8.0 $ 9.7 $ 20.0 $ 5.6 38 Reconciliation of non-GAAP based measures with most directly comparable U.S. GAAP based measures for the six months ended August 31, 2026 and August 31, 2025. A reconciliation of the most directly comparable U.S. GAAP gross margin and gross margin percentage for the six months ended August 31, 2026 and August 31, 2025 to both adjuste d gross margin and adjusted gross margin percentage is reflected in the table below: For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Gross margin $ 246.8 $ 186.9 Stock compensation expenses 1.1 1.1 Adjusted gross margin $ 247.9 $ 188.0 Gross margin % 78.1 % 74.4 % Stock compensation expenses 0.3 % 0.4 % Adjusted gross margin % 78.4 % 74.8 % Reconciliation of U.S. GAAP operating expenses for the six months ended August 31, 2026 and August 31, 2025 to adjusted operating expenses is reflected in the table below: For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Operating expenses $ 197.9 $ 173.4 Restructuring charges 3.0 6.3 Stock compensation expenses 12.9 10.5 Acquired intangibles amortization — 2.8 LLA impairment charge 0.8 0.6 Deferred share units revaluation adjustment 8.4 (1.5) Adjusted operating expenses $ 172.8 $ 154.7 Reconciliation of U.S. GAAP net income and U.S. GAAP basic earnings per share for the six months ended August 31, 2026 and August 31, 2025 to adjusted net income and adjusted basic earnings per share is reflected in the table below: For the Six Months Ended (in millions, except per share amounts) August 31, 2026 August 31, 2025 Basic earnings per share Basic earnings per share Net income $ 42.4 $ 0.07 $ 15.2 $ 0.03 Restructuring charges 3.0 6.3 Stock compensation expenses 14.0 11.6 Acquired intangibles amortization — 2.8 LLA impairment charge 0.8 0.6 Deferred share units revaluation adjustment 8.4 (1.5) Adjusted net income $ 68.6 $ 0.12 $ 35.0 $ 0.06 39 Reconciliation of U.S. GAAP research and development, sales and marketing, general and administrative, and amortization expense for the six months ended August 31, 2026 and August 31, 2025 to adjusted research and development, sales and marketing, general and administrative, and amortization expense is reflected in the table below: For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Research and development $ 66.2 $ 50.6 Stock compensation expenses 3.1 2.7 Adjusted research and development expense $ 63.1 $ 47.9 Sales and marketing $ 54.8 $ 53.1 Stock compensation expenses 2.5 2.7 Adjusted sales and marketing expense $ 52.3 $ 50.4 General and administrative $ 71.1 $ 62.0 Restructuring charges 3.0 6.3 Stock compensation expenses 7.3 5.1 Deferred share units revaluation adjustment 8.4 (1.5) Adjusted general and administrative expense $ 52.4 $ 52.1 Amortization $ 5.0 $ 7.1 Acquired intangibles amortization — 2.8 Adjusted amortization expense $ 5.0 $ 4.3 Reconciliation of U.S. GAAP operating income to adjusted operating income, adjusted EBITDA, adjusted operating income margin percentage and adjusted EBITDA margin percentage for the six months ended August 31, 2026 and August 31, 2025 are reflected in the table below. For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Operating income $ 48.9 $ 13.5 Non-GAAP adjustments to operating income Restructuring charges 3.0 6.3 Stock compensation expense 14.0 11.6 Acquired intangibles amortization — 2.8 LLA impairment charge 0.8 0.6 Deferred share units revaluation adjustment 8.4 (1.5) Total non-GAAP adjustments to operating income 26.2 19.8 Adjusted operating income 75.1 33.3 Amortization 8.2 10.3 Acquired intangibles amortization — (2.8) Adjusted EBITDA $ 83.3 $ 40.8 Revenue $ 316.2 $ 251.3 Adjusted operating income margin % (1) 24 % 13 % Adjusted EBITDA margin % (2) 26 % 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. 40 The CODM also uses segment adjusted EBITDA, which is a non-GAAP measure including segment expenses that exclude amounts related to investment income, taxes, amortization, restructuring charges, stock compensation expenses and long-lived ass et impairment. The following table reconciles the U.S. GAAP measures of segment profit or loss disclosed by the Company in the Consolidated Financial Statements from segment adjusted gross margin to segment adjusted EBITDA for the six months ended August 31, 2026 and August 31, 2025. For the Six Months Ended (in millions) QNX Secure Communications Licensing August 31, August 31, August 31, 2026 2025 2026 2025 2026 2025 Segment adjusted gross margin $ 131.6 $ 98.7 $ 90.2 $ 81.1 $ 26.1 $ 8.2 Segment research and development 38.5 25.3 24.4 22.2 — — Segment sales and marketing 28.0 23.9 23.4 25.7 — — Segment general and administrative 16.8 16.3 14.4 14.0 2.9 1.8 Less amortization included in segment cost of sales — — 0.2 0.1 3.0 3.0 Segment adjusted EBITDA $ 48.3 $ 33.2 $ 28.2 $ 19.3 $ 26.2 $ 9.4 Free cash flow (usage) The Company uses free cash flow (usage) when assessing its sources of liquidity, capital resources, and quality of earnings . The Company defines free cash flow (usage) as net cash provided by (used in) operating activities less acquisitions of property, plant and equipment. 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 provided by (used in) operating activities for the three and six months ended August 31, 2026 and August 31, 2025 to free cash flow (usage) is refle cted in the table b elow: For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Net cash provided by operating activities $ 29.3 $ 3.4 Acquisition of property, plant and equipment (1.2) (0.8) Free cash flow $ 28.1 $ 2.6 For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Net cash provided by (used in) operating activities $ 33.9 $ (14.1) Acquisition of property, plant and equipment (4.1) (1.7) Free cash flow (usage) $ 29.8 $ (15.8) 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 August 31, 2026 and August 31, 2025 are set forth below. For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Change Secure Communications Annual Recurring Revenue $ 221 $ 213 $ 8 Secure Communications Dollar-Based Net Retention Rate 91 % 93 % (2 %) 41 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 $221 million as at August 31, 2026 and increased by $1 million sequentially compared to $220 million as at May 31, 2026 and increased by $8 million year-over-year compared to $213 million as at August 31, 2025. 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. The Company uses DBNRR as an indicator of business momentum for the Secure Communications business. Secure Communications DBNRR was 91% as at August 31, 2026 and decreased by 1% sequentially compared to 92% as at May 31, 2026 and 2% year-over-year compared to 93% as at August 31, 2025. Results of Operations - Three months ended August 31, 2026 compared to the three months ended August 31, 2025 Revenue Revenue by Segment Comparative breakdowns of revenue by segment are set forth below. For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue by Segment QNX $ 80.3 $ 63.1 $ 17.2 Secure Communications 60.9 59.9 1.0 Licensing 22.1 6.6 15.5 $ 163.3 $ 129.6 $ 33.7 % Revenue by Segment QNX 49.2 % 48.7 % Secure Communications 37.3 % 46.2 % Licensing 13.5 % 5.1 % 100.0 % 100.0 % QNX The increase in QNX revenue of $17.2 million was primarily due to an increase of $10.4 million in royalty revenue, an increase of $3.9 million in development license revenue and an increase of $2.6 million in professional services revenue. The Company previously stated that it expected QNX revenue to be in the range of $70 million to $75 million in the second quarter of fiscal 2027. QNX revenue in the second quarter of fiscal 2027 was $80.3 million primarily due to stronger than expected royalty revenue. The Company expects QNX revenue to be in the range of $82 million to $88 million in the third quarter of fiscal 2027. The Company previously stated that it expected QNX revenue to be in the range of $295 million to $312 million in fiscal 2027 as a whole. The Company now expects QNX revenue to be in the range of $315 million to $325 million in fiscal 2027 as a whole, due to a strong first-half performance, including stronger than expected royalty revenue, as well as continued momentum across the business, supported by strong design win activity and demand for its products and services. Secure Communications The increase in Secure Communications revenue of $1.0 million was primarily due to an increase of $5.5 million in BlackBerry SecuSUITE product revenue, partially offset by a decrease of $3.3 million in BlackBerry UEM product revenue and a decrease of $1.3 million in professional services revenue. 42 The Company previously stated that it expected Secure Communications revenue to be in the range of $57 million to $63 million in the second quarter of fiscal 2027. Secure Communications revenue in the second quarter of fiscal 2027 was $60.9 million. The Company expects Secure Communications revenue to be in the range of $55 million to $60 million in the third quarter of fiscal 2027. The Company previously stated that it expected Secure Communications revenue to be in the range of $270 million to $280 million in fiscal 2027 as a whole. The Company now expects Secure Communications revenue to be in the range of $260 million to $270 million in fiscal 2027 as a whole due to a more cautious outlook for certain government opportunities in the second half of fiscal 2027. Licensing The increase in Licensing revenue of $15.5 million w as primarily due to an increase in revenue from the Company’s intellectual property licensing arrangements. The Company previously stated that it expected Licensing revenue to be approximately $10 million in the second quarter of fiscal 2027. Licensing revenue in the second quarter of fiscal 2027 was $22.1 million primarily due to a new intellectual property licensing arrangement entered into during the quarter and was higher than originally expected as the timing and amount of larger licensing transactions can vary from quarter to quarter. The Company expects Licensing revenue to be approximately $6 million in the third and fourth quarters of fiscal 2027. The Company previously stated that it expected Licensing revenue to be approximately $29 million in fiscal 2027 as a whole. The Company now expects licensing revenue to be approximately $41 million in fiscal 2027 as a whole due to stronger than expected licensing revenue recognized in the first half of fiscal 2027. Total BlackBerry Revenue The Company previously stated that it expected total BlackBerry revenue to be approximately $137 million to $148 million in the second quarter of fiscal 2027. Total BlackBerry revenue was $163.3 million in the second quarter of fiscal 2027, better than expected due to an increase in revenue from QNX and Licensing due to the reasons discussed above in “Revenue by Segment”. The Company expects total BlackBerry revenue to be in the range of $143 million to $154 million in the third quarter of fiscal 2027. The Company previously stated that it expected total BlackBerry revenue to be in the range of $594 million to $621 million in fiscal 2027 as a whole. The Company now expects total BlackBerry revenue to be in the range of $616 million to $636 million in fiscal 2027 as a whole, due to a strong first-half performance and changes to fiscal 2027 outlook for the business units due to the reasons noted above. 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 Three Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue by Geography North America $ 72.6 $ 62.3 $ 10.3 Europe, Middle East and Africa 58.3 39.9 18.4 Other regions 32.4 27.4 5.0 $ 163.3 $ 129.6 $ 33.7 % Revenue by Geography North America 44.5 % 48.1 % Europe, Middle East and Africa 35.7 % 30.8 % Other regions 19.8 % 21.1 % 100.0 % 100.0 % 43 North America Revenue The increase in North America revenue of $10.3 million was primarily due to an increase of $15.5 million in Licensing revenue, partially offset by a decrease of $4.5 million in BlackBerry UEM product revenue. Europe, Middle East and Africa Revenue The increase in Europe, Middle East and Africa revenue of $18.4 million was primarily due to an increase of $8.0 million in QNX royalty revenue, an increase of $5.4 million relating to BlackBerry SecuSUITE product revenue, an increase of $3.4 million in QNX development license revenue and an increase of $1.3 million in BlackBerry UEM product revenue. Other Regions Revenue The increase in Other regions revenue of $5.0 million was primarily due to an increase of $3.3 million in QNX royalty revenue and an increase of $2.0 million in QNX development license revenue, partially offset by a decrease of $0.6 million in professional services revenue. Gross Margin Consolidated Gross Margin Consolidated gross margin increased by $30.5 million to approximately $127.1 million in the second quarter of fiscal 2027 (second quarter of fiscal 2026 - $96.6 million). The increase was primarily due to an increase in revenue from QNX and Licensing due to the reasons discussed above in “Revenue by Segment”, as the cost of sales for most software and services products and for intellectual property licensing arrangements does not significantly fluctuate based on business volume. Consolidated Gross Margin Percentage Consolidated gross margin percentage increased by 3.3% to approximately 77.8% of consolidated revenue in the second quarter of fiscal 2027 (second quarter of fiscal 2026 -74.5%). The increase was primarily due to a change in mix, specifically higher relative gross margin contributions from Licensing and QNX, partially offset by a decrease in gross margin contributions from BlackBerry SecuSUITE software licenses. Adjusted Gross Margin and Adjusted EBITDA by Segment See “Second Quarter Fiscal 2027 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 August 31, Change August 31, Change August 31, Change 2026 2025 2026 2025 2026 2025 Segment revenue $ 80.3 $ 63.1 $ 17.2 $ 60.9 $ 59.9 $ 1.0 $ 22.1 $ 6.6 $ 15.5 Segment cost of sales 10.6 10.7 (0.1) 23.5 20.2 3.3 1.5 1.5 — Segment adjusted gross margin $ 69.7 $ 52.4 $ 17.3 $ 37.4 $ 39.7 $ (2.3) $ 20.6 $ 5.1 $ 15.5 Segment adjusted gross margin % 87 % 83 % 4 % 61 % 66 % (5) % 93 % 77 % 16 % Segment research and development 19.6 13.0 6.6 11.8 11.0 0.8 — — — Segment sales and marketing 12.4 10.7 1.7 11.1 12.1 (1.0) — — — Segment general and administrative 8.7 8.2 0.5 6.6 6.9 (0.3) 2.1 0.9 1.2 Less amortization included in segment cost of sales — — — 0.1 — 0.1 1.5 1.4 0.1 Segment adjusted EBITDA $ 29.0 $ 20.5 $ 8.5 $ 8.0 $ 9.7 $ (1.7) $ 20.0 $ 5.6 $ 14.4 44 QNX The increase in QNX segment adjusted gross margin of $17.3 million was primarily due to the reasons discussed above in “Revenue by Segment”. The increase in QNX segment adjusted gross margin percentage of 4% was primarily due to a change in mix, specifically an increased gross margin contribution from royalty revenue . The increase in QNX segment adjusted EBITDA of $8.5 million was primarily due to the reasons discussed above in “Revenue by Segment”, p artially offset by the absence of benefits from claims filed by QNX with the Ministry of Innovation, Science and Econo mic Development Canada relating to its Strategic Innovation Fund (“SIF”) filed in the prior year period and an increase in salaries and benefits costs. The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $16 million to $21 million in the second quarter of fiscal 2027. QNX segment adjusted EBITDA was $29.0 million in the second quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”. The Company expects QNX segment adjusted EBITDA to be in the range of $27 million to $32 million in the third quarter of fiscal 2027. The Company previously stated that it expected QNX segment adjusted EBITDA to be in the range of $74 million to $86 million in fiscal 2027 as a whole. The Company now expects QNX segment adjusted EBITDA to be in the range of $95 million to $105 million in fiscal 2027 as a whole due to the reasons described above in “Revenue by Segment”. Secure Communications The decrease in Secure Communications segment adjusted gross margin of $2.3 million was primarily due to an increase in cost of sales related to BlackBerry SecuSUITE hardware devices, partially offset by an increase in revenue due to the reasons discussed above in “Revenue by Segment”. The decrease in Secure Communications segment adjusted gross margin percentage of 5% was primarily due to a change in mix, specifically a higher proportion of revenue from BlackBerry SecuSUITE hardware devices, which have a lower relative gross margin percentage. The decrease in Secure Communications segment adjusted EBITDA of $1.7 million was primarily due to a decrease in segment adjusted gross margin due to the reasons discussed above, partially offset by a decrease in facilities cost. The Company previously stated that it expected Secure Communications segment adjusted EBITDA to be in the range of $5 million to $10 million in the second quarter of fiscal 2027. Secure Communications segment adjusted EBITDA was $8.0 million in the second quarter of fiscal 2027. The Company expects Secure Communications segment adjusted EBITDA to be in the range of $6 million to $10 million in the third quarter of fiscal 2027. The Company previously stated that it expected Secure Communications adjusted EBITDA to be in the range of $57 million to $65 million in fiscal 2027 as a whole. The Company now expects Secure Communications segment adjusted EBITDA to be in the range of $50 million to $58 million in fiscal 2027 as a whole due to the reasons described above in “Revenue by Segment”. Licensing The increase in Licensing segment adjusted gross margin of $15.5 million was primarily due to the reasons discussed above in “Revenue by Segment”. The increase in Licensing segment adjusted gross margin percentage of 16% was due to the same reasons discussed above. The increase in Licensing segment adjusted EBITDA of $14.4 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by an increase in legal costs. The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $9 million in the second quarter of fiscal 2027. Licensing segment adjusted EBITDA was $20.0 million in the second quarter of fiscal 2027 due to revenue exceeding previously provided guidance for the reasons described above in “Revenue by Segment”. The Company expects the Licensing segment adjusted EBITDA to be approximately $5 million in the third and fourth quarters of fiscal 2027. The Company previously stated that it expected Licensing segment adjusted EBITDA to be approximately $25 million in fiscal 2027 as a whole. The Company now expects Licensing segment adjusted EBITDA to be approximately $36 million in fiscal 2027 as a whole for the reason described above in “Revenue by Segment”. 45 Operating Expenses The table below presents a comparison of research and development, sales and marketing, and general and administrative expenses, amortization, and impairment of long-lived assets for the quarter ended August 31, 2026, compared to the quarter ended August 31, 2025. For the Three Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue $ 163.3 $ 129.6 $ 33.7 Operating expenses Research and development 33.2 25.6 7.6 Sales and marketing 25.3 24.4 0.9 General and administrative 31.8 31.5 0.3 Amortization 2.5 3.1 (0.6) Impairment of long-lived assets 0.7 0.5 0.2 Total $ 93.5 $ 85.1 $ 8.4 Operating Expenses as % of Revenue Research and development 20.3 % 19.8 % Sales and marketing 15.5 % 18.8 % General and administrative 19.5 % 24.3 % Amortization 1.5 % 2.4 % Impairment of long-lived assets 0.4 % 0.4 % Total 57.3 % 65.7 % See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the three months ended August 31, 2026 and August 31, 2025. U.S. GAAP Operating Expenses Operating expenses increased by $8.4 million y ear-over-year, or 9.9%, in the second quarter of fiscal 2027, compared to the second quarter of fiscal 2026 primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, a n increase of $2.6 million in variable incentive plan costs, an increase of $2.3 million in legal costs and an increase of $1.7 million in salaries and benefits costs , partially offset by a decrease of $1.3 million in deferred share unit costs and a d ecrease of $0.8 million in consulting costs. Adjusted Operating Expenses Adjusted operating expenses increased by $10.0 million year-over-year, or 13.4%, to $84.8 million in the second quarter of fiscal 2027, compared to $74.8 million in the second quarter of fiscal 2026. The increase was primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, an increase of $2.6 million in variable incentive plan costs, an increase of $2.4 million in legal costs and an increase of $1.7 million in salaries and benefits costs, partially offset by a decrease of $0.8 million in consulting costs. 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 $7.6 million, or 29.7%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026 primarily due to the absence of $3.8 million of SIF claim benefits recognized in the prior-year period, an increase of $1.7 million in salaries and benefits costs and an increase of $1.5 million in variable incentive plan costs. Adjusted research and development expenses increased by $7.4 million, or 30.6%, to $31.6 million in the second quarter of fiscal 2027 compared to $24.2 million in the second quarter of fiscal 2026, primarily due to the same reasons described above on a U.S. GAAP basis. 46 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 $0.9 million, or 3.7%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026, primarily due to an increase of $0.8 million in salaries and benefits costs and an increase of $0.4 million in marketing costs, partially offset by a decrease of $0.5 million in consulting costs. Adjusted sales and marketing expenses increased by $0.8 million, or 3.5%, to $23.9 million in the second quarter of fiscal 2027 compared to $23.1 million in the second quarter of fiscal 2026, primarily due to the same reasons described above on a U.S. GAAP basis. 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. General and administrative expenses increased by $0.3 million, or 1.0%, in the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026. The increase was primarily due to an increase of $2.4 million in legal costs, an increase of $1.2 million in stock compensation expenses and an increase of $0.8 million in variable incentive plan costs, partially offset by a decrease of $1.3 million in deferred share unit costs, a decrease of $0.9 million in salaries and benefits costs, a decrease of $0.7 million in restructuring costs and a decrease of $0.6 million in infrastructure costs. Adjusted general and administrative expenses increased b y $1.3 million, or 5.1%, to $26.8 million in the second quarter of fiscal 2027 compared to $25.5 million in the second quarter of fiscal 2026. The increase was primarily due to an increase of $2.4 million in legal costs and an increase of $0.8 million in variable incentive plan costs, partially offset by a decrease of $0.9 million in salaries and benefits costs and a decrease of $0.6 million in infrastructure 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 August 31, 2026 compared to the quarter ended August 31, 2025. Intangible assets are comprised of patents, licenses and acquired technology. For the Three Months Ended (in millions) Included in Operating Expenses August 31, 2026 August 31, 2025 Change Property, plant and equipment $ 1.6 $ 1.2 $ 0.4 Intangible assets 0.9 1.9 (1.0) Total $ 2.5 $ 3.1 $ (0.6) Included in Cost of Sales August 31, 2026 August 31, 2025 Change Property, plant and equipment $ 0.1 $ — $ 0.1 Intangible assets 1.5 1.5 — Total $ 1.6 $ 1.5 $ 0.1 Amortization included in Operating Expenses The decrease in amortization expense included in operating expenses of $0.6 million was primarily due to the lower cost base of assets. Adjusted amortization expense increased by $0.5 million to $2.5 million in the second quarter of fiscal 2027 compared to $2.0 million in the second quarter of fiscal 2026. Amortization included in Cost of Sales The increase in amortization expense relating to certain property, plant and equipment and certain intangible assets in the Company’s licensing operations was $0.1 million in the second quarter of fiscal 2027. 47 Investment Income, Net Investment income, net, which includes the interest expense from the Notes, was $1.6 million in the second quarter of fiscal 2027 and decreased by $0.3 million from investment income, net of $1.9 million in the second quarter of fiscal 2026. The decrease in investment income, net is primarily due to a lower return on cash and investments. Income Taxes For the second quarter of fiscal 2027, the Company’s net effective income tax expense rate was approximately 4% (second quarter of fiscal 2026 - net effective income tax expense rate of approximately 1%). 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. A future release of a significant portion of the Company’s valuation allowance of $1,512.8 million would result in the recognition of deferred tax assets in the consolidated balance sheets and a material non-cash income tax benefit, which could materially impact income tax expense in the period of release. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates. Net Income The Company’s net income for the second quarter of fiscal 2027 was $33.9 million, or $0.06 basic earnings per share and $0.05 diluted earnings per share on a U.S. GAAP basis (second quarter of fiscal 2026 - net income of $13.3 million, or $0.02 basic and diluted earnings per share). The period over period change of $20.6 million was primarily due to an increase in revenue, as described above in “Revenue by Segment” and an increase in gross margin percentage, as described above in “ Consolidated Gross Margin Percentage ”, partially offset by an increase in operating expenses, as described above in “ Operating Expenses ”. Adjusted net income was $43.2 million in the second quarter of fiscal 2027, or $0.07 adjusted basic earnings per share (second quarter of fiscal 2026 - adjusted net income of $24.2 million, or $0.04 adjusted basic earnings per share). The increase in adjusted net income of $19.0 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 million to $30 million in the second quarter of fiscal 2027. Adjusted EBITDA was $47.0 million in the second quarter of fiscal 2027 primarily due to QNX and Licensing 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 non-GAAP EPS to be in the range of $0.03 to $0.04 in the second quarter of fiscal 2027. Non-GAAP EPS was $0.07 in the second quarter of fiscal 2027 primarily due to QNX and Licensing 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 breakeven to $10 million in the second quarter of fiscal 2027. Operating cash flow was $29.3 million in the second quarter of fiscal 2027 due to better-than-expected Licensing revenue as described above in “Revenue by Segment” and the resolution of certain income tax filings. The Company expects adjusted EBITDA to be in the range of $28 million to $37 million in the third quarter of fiscal 2027. The Company previously stated that it expected adjusted EBITDA to be in the range of $119 million to $139 million in fiscal 2027 as a whole. The Company now expects adjusted EBITDA to be in the range of $141 million to $158 million in fiscal 2027 as a whole due to the reasons discussed above in “Revenue by Segment”. The Company expects non-GAAP EPS to be in the range of $0.04 per share to $0.05 per share in the third quarter of fiscal 2027. The Company previously stated that it expected non-GAAP EPS to be in the range of $0.16 to $0.20 in fiscal 2027 as a whole. The Company now expects non-GAAP EPS to be in the range of $0.19 to $0.22 in fiscal 2027 as a whole for the reasons discussed above in “Adjusted Gross Margin and Adjusted EBITDA by Segment”. The Company expects operating cash flow to be in the range of $20 million to $30 million in the third quarter of fiscal 2027. The Company previously stated that it expected operating cash flow to be approximately $100 million in fiscal 2027 as a whole. The Company now expects operating cash flow to be approximately $115 million in fiscal 2027 as a whole primarily due to stronger than expected revenue recognized in the first half of fiscal 2027. The Company does not provide a reconciliation of expected adjusted EBITDA and expected non-GAAP basic EPS for the third quarter of fiscal year 2027, and for fiscal 2027 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, impairment charges and DSU 48 revaluation adjustment 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 586.6 million common shares for basic earnings per share and 649.7 million common shares for diluted earnings per share for the second quarter of fiscal 2027 (second quarter of fiscal 2026 - 592.9 million common shares for basic earnings per share and 597.4 million common shares for diluted earnings per share). Results of Operations - Six months ended August 31, 2026 compared to the six months ended August 31, 2025 The following section sets forth certain consolidated statements of operations data for the six months ended August 31, 2026 and August 31, 2025: For the Six Months Ended (in millions, except for share and per share amounts) August 31, 2026 August 31, 2025 Change Revenue $ 316.2 $ 251.3 $ 64.9 Gross margin 246.8 186.9 59.9 Operating expenses 197.9 173.4 24.5 Investment income, net 2.7 4.8 (2.1) Income before income taxes 51.6 18.3 33.3 Provision for income taxes 9.2 3.1 6.1 Net income $ 42.4 $ 15.2 $ 27.2 Earnings per share - reported Basic $ 0.07 $ 0.03 $ 0.04 Diluted $ 0.07 $ 0.03 $ 0.04 Weighted-average number of shares outstanding (000’s) Basic 586,684 594,624 Diluted (1) 647,541 598,697 ______________________________ (1) Diluted earnings per share on a U.S. GAAP basis for the first six months of fiscal 2027 includes the dilutive effect of the Notes (as defined in “Financial Condition - Debt Financing and Other Funding Sources”). Diluted earnings per share on a U.S. GAAP basis for the first six months of fiscal 2027 and fiscal 2026 includes the dilutive effect of stock-based compensation. See Note 7 to the Consolidated Financial Statements for the Company’s calculation of the diluted weighted average number of shares outstanding. 49 Revenue Revenue by Segment Comparative breakdowns of revenue by segment are set forth below. For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue by Segment QNX $ 152.6 $ 120.6 $ 32.0 Secure Communications 134.5 119.4 15.1 Licensing 29.1 11.3 17.8 $ 316.2 $ 251.3 $ 64.9 % Revenue by Segment QNX 48.3 % 48.0 % Secure Communications 42.5 % 47.5 % Licensing 9.2 % 4.5 % 100.0 % 100.0 % QNX The increase in QNX revenue of $32.0 million was primarily due to an increase of $14.6 million in royalty revenue, an increase of $11.4 million in development license revenue, an increase of $3.8 million in professional services revenue and an increase of $1.7 million in BlackBerry Radar revenue. Secure Communications The increase in Secure Communications revenue of $15.1 million was primarily due to an increase of $20.7 million in BlackBerry SecuSUITE product revenue, partially offset by a decrease of $3.6 million in BlackBerry UEM license revenue and a decrease of $0.8 million in professional services. Licensing The increase in Licensing revenue of $17.8 million was primarily due to an increase in revenue from the Company’s intellectual property licensing arrangements. 50 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 Six Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue by Geography North America $ 146.4 $ 117.1 $ 29.3 Europe, Middle East and Africa 102.8 82.4 20.4 Other regions 67.0 51.8 15.2 $ 316.2 $ 251.3 $ 64.9 % Revenue by Geography North America 46.3 % 46.6 % Europe, Middle East and Africa 32.5 % 32.8 % Other regions 21.2 % 20.6 % 100.0 % 100.0 % North America Revenue The increase in North America revenue of $29.3 million was primarily due to an increase of $18.1 million in BlackBerry SecuSUITE product revenue, an increase of $17.8 million in Licensing revenue, partially offset by a decrease of $6.6 million in BlackBerry UEM revenue. Europe, Middle East and Africa Revenue The increase in Europe, Middle East and Africa revenue of $20.4 million was primarily due to an increase of $8.3 million in QNX royalty revenue, an increase of $4.2 million in BlackBerry SecuSUITE product revenue, an increase of $4.1 million in QNX development license revenue and an increase of $3.2 million in BlackBerry UEM revenue. Other Regions Revenue The increase in other regions of $15.2 million was primarily due to an increase of $9.3 million in QNX development license revenue and an increase of $7.0 million in QNX royalty revenue, partially offset by a decrease of $0.9 million in professional services revenue. Consolidated Gross Margin Consolidated gross margin increased by $59.9 million to approximately $246.8 million in the first six months of fiscal 2027 (first six months of fiscal 2026 - $186.9 million). The increase was primarily due to an increase in revenue from QNX, BlackBerry SecuSUITE product and Licensing due to the reasons discussed above in “Revenue by Segment”, as the cost of sales for most software, services products and licensing does not significantly fluctuate based on business volume. Consolidated Gross Margin Percentage Consolidated gross margin percentage increased by 3.7%, to approximately 78.1% of consolidated revenue in the first six months of fiscal 2027 (first six months of fiscal 2026 - 74.4%). The increase was primarily due to a change in mix, specifically a higher relative gross margin contribution from QNX and Licensing, partially offset by a lower gross margin contribution from BlackBerry AtHoc. 51 Adjusted Gross Margin and Adjusted EBITDA by Segment See “Business Overview” and “Second Quarter Fiscal 2027 Summary Results of Operations” for information about the Company’s operating segments and the basis of operating segment results. For the Six Months Ended (in millions) QNX Secure Communications Licensing August 31, Change August 31, Change August 31, Change 2026 2025 2026 2025 2026 2025 Segment revenue $ 152.6 $ 120.6 $ 32.0 $ 134.5 $ 119.4 $ 15.1 $ 29.1 $ 11.3 $ 17.8 Segment cost of sales 21.0 21.9 (0.9) 44.3 38.3 6.0 3.0 3.1 (0.1) Segment adjusted gross margin $ 131.6 $ 98.7 $ 32.9 $ 90.2 $ 81.1 $ 9.1 $ 26.1 $ 8.2 $ 17.9 Segment adjusted gross margin % 86 % 82 % 4 % 67 % 68 % (1 %) 90 % 73 % 17 % Segment research and development 38.5 25.3 13.2 24.4 22.2 2.2 — — — Segment sales and marketing 28.0 23.9 4.1 23.4 25.7 (2.3) — — — Segment general and administrative 16.8 16.3 0.5 14.4 14.0 0.4 2.9 1.8 1.1 Less amortization included in segment cost of sales — — — 0.2 0.1 0.1 3.0 3.0 — Segment adjusted EBITDA $ 48.3 $ 33.2 $ 15.1 $ 28.2 $ 19.3 $ 8.9 $ 26.2 $ 9.4 $ 16.8 QNX The increase in QNX segment adjusted gross margin of $32.9 million was primarily due to the reasons discussed above in “Revenue by Segment” and a decrease in cost of sales related to BlackBerry Radar hardware devices. The increase in QNX segment adjusted gross margin percentage of 4% was primarily due to the reasons discussed above . The increase in QNX segment adjusted EBITDA of $15.1 million was primarily due to the reasons discussed above in “Revenue by Segment”, partially offset by the absence of SIF claim benefits recognized in the prior-year period and an increase in salaries and benefits costs. Secure Communications The increase in Secure Communications segment adjusted gross margin of $9.1 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 SecuSUITE hardware devices. The decrease in Secure Communications segment adjusted gross margin percentage of 1% was primarily due to a decrease in gross margin contribution from BlackBerry AtHoc. The increase in Secure Communications segment adjusted EBITDA of $8.9 million was primarily due to the reasons discussed above. Licensing The increase in Licensing segment adjusted gross margin of $17.9 million was primarily due to the reasons discussed above in “Revenue by Segment”. The increase in Licensing segment adjusted gross margin percentage of 17% was due to the same reasons discussed above. The increase in Licensing segment adjusted EBITDA of $16.8 million was due to the same reasons discussed above, partially offset by an increase in legal costs. 52 Operating Expenses The table below presents a comparison of research and development, sales and marketing, and general and administrative expenses, amortization, and impairment of long-lived assets for the six months ended August 31, 2026, compared to the six months ended August 31, 2025. For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Change Revenue $ 316.2 $ 251.3 $ 64.9 Operating expenses Research and development 66.2 50.6 15.6 Sales and marketing 54.8 53.1 1.7 General and administrative 71.1 62.0 9.1 Amortization 5.0 7.1 (2.1) Impairment of long-lived assets 0.8 0.6 0.2 Total $ 197.9 $ 173.4 $ 24.5 Operating Expense as % of Revenue Research and development 20.9 % 20.1 % Sales and marketing 17.3 % 21.1 % General and administrative 22.5 % 24.7 % Amortization 1.6 % 2.8 % Impairment of long-lived assets 0.3 % 0.2 % Total 62.6 % 69.0 % See “Non-GAAP Financial Measures” for a reconciliation of selected U.S. GAAP-based measures to adjusted measures for the six months ended August 31, 2026 and August 31, 2025. U.S. GAAP Operating Expenses Operating expenses increased by $24.5 million, or 14.1%, in the first six months of fiscal 2027, compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $10.5 million in deferred share unit costs, the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $4.1 million in variable incentive plan costs and an increase of $4.0 million in legal costs, partially offset by a decrease of $3.3 million in restructuring costs. Adjusted Operating Expenses Adjusted operating expenses increased by $18.1 million, or 11.7%, to $172.8 million in the first six months of fiscal 2027, compared to $154.7 million in the first six months of fiscal 2026. The increase was primarily due to the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $4.1 million in variable incentive plan costs, an increase of $4.0 million in legal costs, an increase of $1.0 million in provision for expected credit losses and an increase of $0.9 million in salaries and benefits costs, partially offset by a decrease of $1.6 million in infrastructure 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 increased by $15.6 million, or 30.8%, in the first six months of fiscal 2027, compared to the first six months of fiscal 2026. The increase was primarily due to the absence of $8.3 million of SIF claim benefits recognized in the prior-year period, an increase of $3.3 million in salaries and benefits costs, an increase of $2.4 million in variable incentive plan costs and an increase of $0.9 million in infrastructure costs. 53 Adjusted research and development expenses increased by $15.2 million, or 31.7%, to $63.1 million in the first six months of fiscal 2027, compared to $47.9 million in the first six months of fiscal 2026. The increase 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 $1.7 million, or 3.2%, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $1.0 million in salaries and benefits costs, an increase of $0.5 million in marketing costs and an increase of $0.4 million in variable incentive plan costs. Adjusted sales and marketing expenses increased by $1.9 million, or 3.8%, to $52.3 million in the first six months of fiscal 2027 compared to $50.4 million in the first six months of fiscal 2026. The increase was primarily due to the same reasons described above on a U.S. GAAP basis. 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. General and administrative expenses increased by $9.1 million, or 14.7%, in the first six months of fiscal 2027 compared to the first six months of fiscal 2026. The increase was primarily due to an increase of $10.5 million in deferred share unit costs, an increase of $4.1 million in legal costs and an increase of $2.2 million in stock compensation expenses, partially offset by a decrease of $3.4 million in salaries and benefits costs and a decrease of $3.3 million in restructuring costs. Adjusted general and administrative expenses increased by $0.3 million, or 0.6%, to $52.4 million in the first six months of fiscal 2027 compared to $52.1 million in the first six months of fiscal 2026. The increase was primarily due to an increase of $4.1 million in legal costs, partially offset by a decrease of $3.4 million in salaries and benefits 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 six months ended August 31, 2026 compared to the six months ended August 31, 2025. Intangible assets are comprised of patents, licenses and acquired technology. For the Six Months Ended (in millions) Included in Operating Expenses August 31, 2026 August 31, 2025 Change Property, plant and equipment $ 3.4 $ 2.6 $ 0.8 Intangible assets 1.6 4.5 (2.9) Total $ 5.0 $ 7.1 $ (2.1) Included in Cost of Sales August 31, 2026 August 31, 2025 Change Property, plant and equipment $ 0.2 $ 0.1 $ 0.1 Intangible assets 3.0 3.1 (0.1) Total $ 3.2 $ 3.2 $ — Amortization included in Operating Expenses The decrease in amortization expense included in operating expenses of $2.1 million was primarily due to the lower cost base of assets. Adjusted amortization expense increased by $0.7 million to $5.0 million in the first six months of fiscal 2027 compared to $4.3 million in the first six months of fiscal 2026. 54 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 was $3.2 million in the first six months of fiscal 2027 and was consistent with the first six months of fiscal 2026. Investment Income, Net Investment income, net, which includes the interest expense from the Notes, was $2.7 million in the first six months of fiscal 2027 and decreased by $2.1 million from $4.8 million in the first six months of fiscal 2026. The decrease in investment income, net is primarily due to a decrease in interest income on significant financing components within certain revenue contracts with customers, an impairment on non-marketable equity investments without readily determinable fair value and a lower return on cash and investments. Income Taxes For the first six months of fiscal 2027, the Company’s net effective income tax expense rate was approximately 18% (first six months of fiscal 2026 - net effective income tax expense rate of approximately 17%). 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. A future release of a significant portion of the Company’s valuation allowance of $1,512.8 million would result in the recognition of deferred tax assets in the consolidated balance sheets and a material non-cash income tax benefit, which could materially impact income tax expense in the period of release. The Company’s net effective income tax rate also reflects the geographic mix of earnings in jurisdictions with different income tax rates. Net Income The Company’ s net income for the first six months of fiscal 2027 was $42.4 million, or $0.07 basic and diluted earnings per share on a U.S. GAAP basis (first six months of fiscal 2026 - net income of $15.2 million, or $0.03 basic and diluted earnings per share). The period over period change of $27.2 million was primarily due to an increase in revenue, as described above in “Revenue by Segment” and an increase in gross margin percentage, as described above in “Consolidated Gross Margin Percentage”, partially offset by an increase in operating expenses, as described above in “ Operating Expenses ”. Adjusted net income was $68.6 million in the first six months of fiscal 2027 or $0.12 adjusted basic earnings per share (first six months of fiscal 2026 - adjusted net income of $35.0 million, or $0.06 adjusted basic earnings per share). The increase in adjusted net income of $33.6 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 586.7 million for basic earnings per share and 647.5 million for diluted earnings per share for the first six months of August 31, 2026. The weighted average number of shares outstanding was 594.6 million for basic earnings per share and 598.7 million for diluted earnings per share for the first six months of August 31, 2025. The weighted average number of shares outstanding includes the cumulative effects of share repurchases pursuant to the NCIB share buyback program during the first six months of August 31, 2026. Common Shares Outstanding On September 21, 2026, there were 587 million voting common shares, 18.9 million restricted share units and 1.9 million deferred share units outstanding. In addition, 51.5 million common shares are issuable upon conversion in full of the Notes, as described in Note 5 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 increased by $14.7 million to $447.1 million as at August 31, 2026 from $432.4 million as at February 28, 2026, primarily due to cash generated from operating activities, partially offset by repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program. 55 A comparative summary of cash, cash equivalents, and investments is set out below: As at (in millions) August 31, 2026 February 28, 2026 Change Cash and cash equivalents $ 266.2 $ 274.7 $ (8.5) Restricted cash equivalents 14.1 14.2 (0.1) Short-term investments 111.3 85.2 26.1 Long-term investments (1) 55.5 58.3 (2.8) Cash, cash equivalents, and investments $ 447.1 $ 432.4 $ 14.7 ______________________________ (1) Includes investments in privately-held companies, including common shares of Arctic Wolf Networks, Inc. (“Arctic Wolf”) that were received as partial consideration for the sale of its Cylance endpoint security assets and liabilities to Arctic Wolf in the fourth quarter of fiscal 2025. 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) August 31, 2026 February 28, 2026 Change Current assets $ 561.9 $ 568.2 $ (6.3) Current liabilities 236.5 268.1 (31.6) Working capital $ 325.4 $ 300.1 $ 25.3 Current Assets The decrease in current assets of $6.3 million at the end of the second quarter of fiscal 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $15.0 million in accounts receivable, net of allowance, a decrease of $8.5 million in cash and cash equivalents, a decrease of $5.7 million in other current assets, a decrease of $3.0 million in other receivables and a decrease of $0.2 million in income taxes receivable, partially offset by an increase of $26.1 million in short term investments. At August 31, 2026, accounts receivable, net of allowance was $141.0 million, a decrease of $15.0 million from February 28, 2026. The decrease was prim arily due to a decrease in days sales outstanding to 84 days at the end of the second quarter of fiscal 2027 from 88 days at the end of the fourth quarter of fiscal 2026, par tially offset by higher revenue recognized over the three months ended August 31, 2026 compared to th e three months ended February 28, 2026. At August 31, 2026, other current assets were $36.5 million, a decrease of $5.7 million from February 28, 2026. The decrease was primarily due to a decrease of $2.5 million in prepaid inventory, a decrease of $2.3 million in prepaid professional services, a decrease of $1.6 million in deferred commissions and a decrease of $1.2 million in prepaid rent, partially offset by an increase of $3.3 million in prepaid software. At August 31, 2026, other receivables were $4.5 million, a decrease of $3.0 million from February 28, 2026. The decrease was primarily due to the absence of $3.7 million of SIF claim benefits recognized in the prior-year period and a decrease of $1.8 million in indirect taxes receivable, partially offset by an increase of $2.3 million in proceeds receivable from the sale of a long-term investment. At August 31, 2026, income taxes receivable were $2.4 million, a decrease of $0.2 million from February 28, 2026. The decrease was primarily due to tax refunds and changes in the quarterly tax provisions. Current Liabilities The decrease in current liabilities of $31.6 million at the end of the second quarter of 2027 from the end of the fourth quarter of fiscal 2026 was primarily due to a decrease of $21.9 million in deferred revenue, current, a decrease of $10.2 million in accrued liabilities and a decrease of $2.6 million in income taxes payable, partially offset by an increase of $3.1 million in accounts payable. Deferred revenue, current was $116.6 million, which reflects a decrease of $21.9 million compared to February 28, 2026 that was attributable to a decrease of $9.5 million in deferred revenue, current related to BlackBerry UEM, a decrease of $8.5 million in deferred revenue, current related to BlackBerry AtHoc product revenue and a decrease of $5.2 million in deferred revenue, current related to QNX. 56 Accrued liabilities were $101.5 million at the end of the second quarter of 2027, reflecting a decrease of $10.2 million compared to February 28, 2026, w hich was primarily due to a decrease of $16.1 million in variable incentive plan accrual, a decrease of $4.2 million in restructuring cost accruals and a decrease of $3.3 million in sales incentive plan accrual, partially offset by an increase of $9.6 million in deferred share unit liability, an increase of $2.6 million in indirect taxes accruals and an increase of $1.2 million in audit fees accruals. Income taxes payable were $9.8 million, reflecting a decrease of $2.6 million from February 28, 2026, which was primarily due to changes in the quarterly tax provision and tax payments. Accounts payable were $8.6 million, reflecting an increase of $3.1 million from February 28, 2026, which was primarily due to the timing of payments. Cash flows for the six months ended August 31, 2026 compared to the six months ended August 31, 2025 were as follows: For the Six Months Ended (in millions) August 31, 2026 August 31, 2025 Change Net cash flows provided by (used in): Operating activities $ 33.9 $ (14.1) $ 48.0 Investing activities (33.2) 52.8 (86.0) Financing activities (8.7) (28.8) 20.1 Effect of foreign exchange gain (loss) on cash and cash equivalents (0.6) 0.4 (1.0) Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents $ (8.6) $ 10.3 $ (18.9) Operating Activities The increase in net cash flows provided by operating activities of $48.0 million primarily reflects higher net income and the changes in working capital. Investing Activities During the six months ended August 31, 2026, cash flows used in investing activities were $33.2 million and included cash used in acquisition of short-term investments, net of the proceeds on sale or maturity of short-term investments transactions, in the amount of $26.1 million, acquisition of property, plant and equipment of $4.1 million and the acquisition of intangible assets of $3.0 million. For the same period in the prior fiscal year, cash flows provided by investing activities were $52.8 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 $57.1 million , offset by cash used i n the acquisition of intangible assets of $2.6 million and the acquisition of property, plant and equipment $1.7 million. Financing Activities During the six months ended August 31, 2026, cash used in financing activities was $8.7 million, primarily due to repurchases of common shares of $10.0 million pursuant to the 2025 NCIB share buyback program , offset by $1.3 million in common shares issued under the employee share purchase plan. During the six months ended August 31, 2026, the Company repurchased 2.6 million common shares at a cost of $10.0 million. See Note 6 to the Consolidated Financial Statements for further information on the Company’s 2025 NCIB share buyback program. Debt Financing and Other Funding Sources See Note 5 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 closing price of the Company’s common shares exceeded 130% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days ending on June 30, 2026, permitting holders to convert their Notes for a period beginning July 1, 2026 and ending September 30, 2026. No holders converted their Notes during the three months ended August 31, 2026. Subsequent to the end of the quarter the contingent condition was again satisfied on September 16, 2026. Accordingly, the Notes will continue to be eligible for conversion, at the option of the holders, from October 1, 2026 through December 31, 2026. Upon receipt of a 57 conversion request, the Company will settle its conversion obligation, at its election, in cash, common shares, or a combination of cash and common shares, in accordance with the terms and conditions set forth in the indenture. The Company has $14.1 million in collateralized outstanding letters of credit in support of certain leasing arrangements entered into in the ordinary course of business. See Note 2 to the Consolidated Financial Statements for further information concerning the Company’s restricted cash equivalents. Cash, cash equivalents, and investments were $447.1 million as at August 31, 2026. 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, are 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 August 31, 2026: (in millions) Total Short-term (next 12 months) Long-term (>12 months) Operating lease obligations $ 38.9 $ 6.6 $ 32.3 Purchase obligations and commitments 55.1 55.1 — Debt interest and principal payments 215.0 6.0 209.0 Total $ 309.0 $ 67.7 $ 241.3 Total contractual and other obligations as at August 31, 2026 decreased by $8.1 million as compared to the February 28, 2026 balance of $317.1 million, which wa s attributable to a decrease in purchase obligations and commitments and a decrease in debt interest and principal payments, partially offset by an increase 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 with the exception of the below: Revenue Recognition Judgment is required to determine the fair value of non-cash consideration at contract inception. The Company engages an independent third-party valuation specialist to assist in this determination of the fair value of non-cash consideration. Valuation Allowance Against Deferred Tax Assets The Company regularly assesses the need for a valuation allowance against its deferred tax assets. A valuation allowance is required for deferred tax assets if it is more likely than not that all or some portion of the asset will not be realized. All available evidence, both positive and negative, that may affect the realization of deferred tax assets must be identified and considered in determining the appropriate amount of the valuation allowance. The Company has recently generated cumulative pre-tax income in certain jurisdictions and continues to evaluate whether sufficient positive evidence exists to support the realization of its deferred tax assets. This evaluation is performed on a jurisdiction-by-jurisdiction basis, and the conclusions reached may vary based on the sustainability of earnings in each jurisdiction. Based on recent operating results and current forecasts, it is reasonably possible that the Company’s assessment of the realizability of its deferred tax assets may change in a future period, including within the current fiscal year, as additional positive evidence becomes available in relation to the realizability of deferred tax assets. Such a change could result in the release of a significant portion of the Company’s valuation allowance, which could have a material impact on income tax expense in the period of release. Additionally, for interim periods, the estimated annual effective tax rate should include the valuation allowance for current year changes in temporary differences and losses or income arising during the year. For interim periods, the Company needs to consider the valuation allowance that it expects to recognize at the end of the fiscal year as part of the estimated annual effective tax rate. During interim quarters, the Company uses estimates including pre-tax results and ending position of temporary differences as at the end of the fiscal year to estimate the valuation allowance that it expects to recognize at the end of the fiscal year. This accounting treatment has no effect on the Company’s actual ability to utilize deferred tax assets to reduce future cash tax payments. Different judgments could yield different results. 58