Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the fiscal quarter ended August 2, 2025, none of the Company’s directors or officers (as defined in Rule 16(a)-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Restructuring Initiatives
As disclosed in Note 2, Restructuring , of the Notes to the Consolidated Financial Statements included in Part I, Item 1 to this Quarterly Report on Form 10-Q, during the second quarter of fiscal 2026, the Company commenced a restructuring initiative intended to align field resources with changing customer behaviors, close select non-traditional store locations and redirect corporate resources for better alignment with its strategy. As further disclosed in such Note, the Company also made cash payments during the second quarter of fiscal 2026 relating to the Company’s restructuring initiative that commenced during the first quarter of fiscal 2026. For further information about these initiatives, refer to such Note, which is incorporated herein by reference.
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Item 6. Exhibits
3.1
Amended and Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 12, 2020) .
3.2
Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Best Buy Co., Inc. on June 14, 2018) .
10 .1 *
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2025) - Directors .
10.2*
Form of Executive Officer Separation and General Release Agreement .
31.1
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1).
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1).
101 The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2026, filed with the SEC on September 5, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets as of August 2, 2025, February 1, 2025, and August 3, 2024, (ii) the Condensed Consolidated Statements of Earnings for the three and six months ended August 2, 2025, and August 3, 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 2, 2025, and August 3, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended August 2, 2025, and August 3, 2024, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended August 2, 2025, and August 3, 2024, and (vi) the Notes to Condensed Consolidated Financial Statements.
104 The cover page from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2026, filed with the SEC on September 5, 2025, formatted in iXBRL (included as Exhibit 101).
(1) The certifications in Exhibit 32.1 and Exhibit 32.2 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
* Management contracts or compensatory plans or arrangements.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act of 1933, as amended, the registrant has not filed as exhibits to this Quarterly Report on Form 10-Q certain instruments with respect to long-term debt under which the amount of securities authorized does not exceed 10% of the total assets of the registrant. The registrant hereby agrees to furnish copies of all such instruments to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BEST BUY CO., INC.
(Registrant)
Date: September 5, 2025
By: /s/ CORIE BARRY
Corie Barry
Chief Executive Officer
Date: September 5, 2025
By: /s/ MATTHEW BILUNAS
Matthew Bilunas
Senior Executive Vice President, Chief Financial Officer & Enterprise Strategy
Date: September 5, 2025
By: /s/ MATHEW R. WATSON
Mathew R. Watson
Senior Vice President, Finance – Controller and Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.