Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. Our Disclosure Committee meets on a quarterly basis and more often if necessary.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of January 31, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures were effective.
Management's Report on Internal Control Over Financial Reporting
Management’s report on our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.
Attestation Report of the Independent Registered Public Accounting Firm
The attestation report of Deloitte & Touche LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the fiscal fourth quarter ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Plan Elections
During the fiscal quarter ended January 31, 2026, 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).
Other Information
There was no information required to be disclosed in a Current Report on Form 8-K during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that was not reported.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated by reference to the applicable information in the company’s Proxy Statement for the 2026 Regular Meeting of Shareholders (the “2026 Proxy Statement”), which is expected to be filed with the SEC on or before May 1, 2026.
Code of Ethics
We adopted a Code of Ethics that applies to our directors and all of our employees, including our principal executive officer, our principal financial officer and our principal accounting officer. Our Code of Ethics is available on our website at https://investors.bestbuy.com. A copy of our Code of Ethics may also be obtained, free of charge, upon written request to Best Buy Co., Inc. Investor Relations Department at 7601 Penn Avenue South, Richfield, MN 55423-3645.
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer by posting such information within two business days of any such amendment or waiver on our website at https://investors.bestbuy.com.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to the applicable information in the 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference to the applicable information in the 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to the applicable information in the 2026 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by this Item related to our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is incorporated by reference to the applicable information in the 2026 Proxy Statement.
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. Financial Statements:
All financial statements as set forth under Item 8 of this report.
2. Supplementary Financial Statement Schedules:
Certain schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements, including the notes thereto.
3. Exhibits:
Incorporated by Reference Filed
Herewith
Exhibit No. Exhibit Description Form Exhibit Filing Date
3.1
Amended and Restated Articles of Incorporation
8-K 3.1 6/12/2020
3.2
Amended and Restated By-Laws
8-K 3.1 6/14/2018
4.1
Form of Indenture, to be dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee
S-3ASR 4.1 3/8/2011
4.2
Third Supplemental Indenture, dated as of September 27, 2018, to the Indenture dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor
8-K 4.1 9/27/2018
4.3
Form of 4.450% Notes due 2028 (included in Exhibit 4.2)
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Incorporated by Reference Filed
Herewith
Exhibit No. Exhibit Description Form Exhibit Filing Date Filed
Herewith
4.4
Fourth Supplemental Indenture, dated as of October 1, 2020, to the Indenture, dated as of March 11, 2011, between Best Buy Co., Inc. and U.S. Bank National Association, as successor trustee
8-K 4.1 10/1/2020
4.5
Form of 1.950% Notes due 2030 (included in Exhibit 4.4)
4.6
Description of Securities
10-K 4.6 3/19/2025
10.1
Five-Year Credit Agreement dated as of April 18, 2025, among Best Buy Co., Inc., the Subsidiary Guarantors, the Lenders and U.S. Bank National Association as administrative agent
8-K 10.1 4/22/2025
*10.2
Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended
S-8 99 7/15/2011
*10.3
2010 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors
10-K 10.7 4/28/2010
*10.4
Letter Agreement, dated March 25, 2013, between Best Buy Co., Inc. and Richard M. Schulze
8-K 99.2 3/25/2013
*10.5
Form of Best Buy Co., Inc. Long-Term Incentive Program Award
10-K 10.19 3/28/2014
*10.6
Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement
10-K 10.20 3/28/2014
*10.7
Form of Best Buy Co., Inc. Long Term Incentive Program Award Agreement (2014)
10-Q 10.1 12/5/2014
*10.8
Best Buy Co., Inc. 2014 Omnibus Incentive Plan
DEF 14A App. B 4/29/2014
*10.9
Form of Best Buy Co., Inc. Director Restricted Stock Unit Award Agreement (2014)
10-Q 10.1 9/10/2014
*10.10
Best Buy Sixth Amended and Restated Deferred Compensation Plan
10-K 10.19 3/31/2015
*10.11
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2015)
10-Q 10.1 9/4/2015
*10.12
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2016)
10-Q 10.1 6/9/2016
*10.13
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for Directors (2016)
10-Q 10.2 6/9/2016
*10.14
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted Shares
10-Q 10.1 6/5/2017
*10.15
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2017) - Restricted Stock Units
10-Q 10.2 6/5/2017
*10.16
Best Buy Co., Inc. Amended & Restated 2014 Omnibus Incentive Plan
DEF 14A App. A 5/1/2017
*10.17
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement for U.S. Directors (2017)
10-Q 10.2 9/5/2017
*10.18
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Restricted Shares
10-Q 10.1 6/8/2018
*10.19
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Restricted Stock Units
10-Q 10.2 6/8/2018
*10.20
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2018) – Directors
10-Q 10.1 9/10/2018
*10.21
Employment Agreement, dated April 13, 2019, between Corie Barry and Best Buy Co., Inc.
8-K 10.2 4/15/2019
*10.22
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Shares
10-Q 10.1 6/7/2019
*10.23
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Restricted Stock Units
10-Q 10.2 6/7/2019
*10.24
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2019) – Directors
10-Q 10.1 9/6/2019
*10.25
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Shares
10-Q 10.2 5/27/2020
*10.26
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Restricted Stock Units
10-Q 10.3 5/27/2020
*10.27
Best Buy Co., Inc. 2020 Omnibus Incentive Plan
10-K 10.32 3/19/2021
*10.28
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2020) – Directors
10-Q 10.2 8/31/2020
*10.29
Best Buy Severance Plan and Summary Plan Description (January 31, 2021)
10-K 10.34 3/19/2021
*10.30
Form of Employment Separation and General Release Agreement
10-Q 10.2 6/4/2021
*10.31
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted Shares
10-K 10.32 3/18/2022
*10.32
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Restricted Stock Units
10-K 10.33 3/18/2022
*10.33
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2021) – Directors
10-Q 10.1 8/31/2021
*10.34
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Shares
10-Q 10.1 6/2/2022
*10.35
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Restricted Stock Units
10-Q 10.2 6/2/2022
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Incorporated by Reference Filed
Herewith
Exhibit No. Exhibit Description Form Exhibit Filing Date Filed
Herewith
*10.36
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2022) – Directors
10-Q 10.1 9/8/2022
*10.37
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) – Restricted Shares
10-Q 10.2 6/2/2023
*10.38
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) – Restricted Stock Units
10-Q 10.3 6/2/2023
*10.39
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2023) - Directors
10-Q 10.1 12/1/2023
*10.40
Policy Regarding Shareholder Ratification of Executive Officer Cash Severance Agreements
8-K 10.1 3/7/2024
*10.41
Form of Best Buy Co., Inc. Long-Term Incentive Award Agreement (2024) – Restricted Shares
10-Q 10.1 6/7/2024
*10.42
Form of Best Buy Co., Inc. Long-Term Incentive Award Agreement (2024) – Restricted Stock Units
10-Q 10.2 6/7/2024
*10.43
Restated Best Buy Severance Plan and Summary Plan Description (2023)
10-Q 10.4 6/7/2024
*10.44
Form of Best Buy Co., Inc. Long-Term Incentive Award Agreement (2024) – Directors
10-Q 10.1 9/6/2024
*10.45
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2025) - Restricted Shares
10-Q 10.1 6/6/2025
*10.46
Form of Best Buy Co., Inc. Long-Term Incentive Program Award Agreement (2025) - Restricted Stock Units
10-Q 10.2 6/6/2025
*10.4 7
Form of Best B uy Co., Inc. Long-Term Incentive Program Award Agreement (2025) - Directors
10-Q 10.1 9/5/2025
*10.4 8
Form of Executive Officer Separation and General Release Agreement
10-Q 10.2 9/5/2025
*10. 49
Amendment No.1 to the Best Buy Co., Inc. 2020 Omnibus Incentive Plan
DEF 14A Annex A 5/1/2025
19.1
Securities Trading Policy
X
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Deloitte & Touche LLP
X
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
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
X
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
X
97.1
Policy Regarding the Recoupment of Erroneously Awarded Compensation
10-K 97.1 3/15/2024
101 The following financial information from our Annual Report on Form 10-K for fiscal 2026, filed with the SEC on March 18, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the consolidated balance sheets at January 31, 2026, and February 1, 2025, (ii) the consolidated statements of earnings for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, (iii) the consolidated statements of comprehensive income for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, (iv) the consolidated statements of cash flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, (v) the consolidated statements of changes in shareholders' equity for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, and (vi) the Notes to Consolidated Financial Statements.
104 The cover page from our Annual Report on Form 10-K for fiscal 2026, filed with the SEC on March 18, 2026, formatted in iXBRL (included as Exhibit 101).
* Management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of Form 10-K.
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 Annual Report on Form 10-K 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.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/ Corie Barry
Corie Barry
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Corie Barry Chief Executive Officer March 18, 2026
Corie Barry (principal executive officer)
/s/ Matthew Bilunas Senior Executive Vice President, Chief Financial Officer and Enterprise Strategy March 18, 2026
Matthew Bilunas (principal financial officer)
/s/ Mathew R. Watson Senior Vice President, Controller and Chief Accounting Officer March 18, 2026
Mathew R. Watson (principal accounting officer)
/s/ David W. Kenny Chairman March 18, 2026
David W. Kenny
/s/ Lisa M. Caputo Director March 18, 2026
Lisa M. Caputo
/s/ Meghan C. Frank Director March 18, 2026
Meghan C. Frank
/s/ A. Dylan Jadeja Director March 18, 2026
A. Dylan Jadeja
/s/ David C. Kimbell Director March 18, 2026
David C. Kimbell
/s/ Mario J. Marte Director March 18, 2026
Mario J. Marte
/s/ Karen A. McLoughlin Director March 18, 2026
Karen A. McLoughlin
/s/ Claudia F. Munce Director March 18, 2026
Claudia F. Munce
/s/ Richelle P. Parham Director March 18, 2026
Richelle P. Parham
/s/ Steven E. Rendle Director March 18, 2026
Steven E. Rendle
/s/ Sima D. Sistani Director March 18, 2026
Sima D. Sistani
/s/ Melinda D. Whittington Director March 18, 2026
Melinda D. Whittington
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